Exhibit 4.5 


 


EXECUTION VERSION


 


AGREEMENT BETWEEN NOTEHOLDERS


 


Dated as of July 30, 2018


 


by and among


 


GOLDMAN SACHS MORTGAGE COMPANY



(Note A-1 Holder)


 


and


 


GOLDMAN SACHS MORTGAGE COMPANY



(Note B-1 Holder)


 


1000 Wilshire


 




    	 



     


    

 


THIS AGREEMENT BETWEEN
NOTEHOLDERS (“Agreement”), dated as of July 30, 2018, by and among Goldman Sachs Mortgage Company, a New York
limited partnership, having an address of 200 West Street, New York, New York 10282 (“GSMC” and together with
its successors and assigns in interest, in its capacity as initial owner of the Note A-1, the “Initial Note A-1 Holder”,
and in its capacity as the initial agent, the “Initial Agent”), and Goldman Sachs Mortgage Company, a New York
limited partnership, having an address of 200 West Street, New York, New York 10282 (together with its successors and assigns in
interest, in its capacity as initial owner of the Note B-1, the “Initial Note B-1 Holder”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to
the Mortgage Loan Agreement (as defined herein) GSMC originated a certain loan described on the schedule attached hereto as Exhibit
A (the “Mortgage Loan Schedule”) (the “Mortgage Loan”) to the mortgage loan borrower(s)
described on the Mortgage Loan Schedule (the “Mortgage Loan Borrower”), which is evidenced, inter alia,
by two promissory notes, each dated as of June 27, 2018, in the aggregate original principal amount of $128,375,000, with the
first such note in the original principal amount of $65,250,000 (“Note A-1”) made by the Mortgage Loan Borrower
in favor of the Note A-1 Holder, and the second such note in the original principal amount of $63,125,000 (“Note B-1”,
and together with Note A-1, the “Notes”) made by the Mortgage Loan Borrower in favor of Note B-1 Holder, and
secured by certain first mortgages or deeds of trust lien (as amended, modified or supplemented, the “Mortgage”)
on one or more parcels of, or estates in, real property located as described on the Mortgage Loan Schedule (collectively, the “Mortgaged
Property”); and


 


WHEREAS, the parties
hereto desire to enter into this Agreement to memorialize the terms under which they, and their successors and assigns, shall hold
Note A-1 and Note B-1;


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, the parties hereto mutually agree as follows:


 


Section 1.           Definitions.
References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals
of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Servicing Agreement.
Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly
requires otherwise.


 


“Acceptable
Insurance Default”  shall have the meaning assigned to such term in the Servicing Agreement.


 


“Additional
Servicing Expenses” shall mean (a) all property protection advances, fees and/or expenses incurred by and reimbursable
to any Servicer, Trustee, Operating Advisor, certificate administrator or fiscal agent pursuant to the Servicing Agreement, and
(b) all interest accrued on Advances made by any Servicer or Trustee in accordance with the terms of the Servicing Agreement.


 






    	 



     


    

 


“Advance Interest
Amount” shall mean interest payable on Advances, as specified in the Servicing Agreement.


 


“Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Affiliate”
shall mean with respect to any specified Person (i) any other Person Controlling or Controlled by or under common Control
with such specified Person (each a “Common Control Party”), (ii) any other Person owning, directly or indirectly,
ten percent (10%) or more of the beneficial interests in such Person or (iii) any other Person in which such Person or a Common
Control Party owns, directly or indirectly, ten percent (10%) or more of the beneficial interests.


 


“Agent”
shall mean the Initial Agent or such Person to whom the Initial Agent shall delegate its duties hereunder, and from and after the
Securitization Date shall mean the Master Servicer.


 


“Agent Office”
shall mean the designated office of the Agent in the State of New York, which office at the date of this Agreement is located at
Goldman Sachs Mortgage Company, 200 West Street, New York, New York 10282, Attention: Leah Nivison, and which is the address to
which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office
by notice to the Noteholders.


 


“Agreement”
shall mean this Agreement between Noteholders, the exhibits and schedule hereto and all amendments hereof and supplements hereto.


 


“Appraiser”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Appraisal”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Appraisal Reduction
Amount” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.


 


“Asset Representations
Reviewer” shall mean Park Bridge Lender Services, LLC or its successor in interest, or any successor Asset Representations
Reviewer appointed as provided in the Servicing Agreement.


 


“Asset Status
Report” shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in
the Servicing Agreement.


 


“Balloon Payment”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as amended from time to time, any successor statute or rule promulgated
thereto.


 






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“Business Day”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“CDO Asset Manager”
with respect to any Securitization Vehicle which is a CDO, shall mean the entity which is responsible for managing or administering
the applicable Note as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any Intervening Trust
Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of the applicable
Note).


 


“Certificate
Administrator” shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Certificate
Administrator appointed as provided in the Servicing Agreement.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Collection
Account” shall mean the trust account or accounts (including any sub-accounts) created and maintained by the Servicer.


 


“Conduit”
shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Credit
Enhancer” shall have the meaning assigned to such term in Section 19(f).


 


“Conduit Inventory
Loan” shall have the meaning assigned to such term in Section 19(f).


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise.


 


“Control Appraisal
Period” shall exist with respect to the Mortgage Loan, if and for so long as:


 


(a)       the
sum of (i) the initial Note B-1 Principal Balance minus (ii) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, Note B-1 after the date of creation of Note B-1,
(y) any Appraisal Reduction Amount for the Mortgage Loan that is allocated to Note B-1 in accordance with the terms of the
Servicing Agreement and (z) any losses realized with respect to any Mortgaged Property or the Mortgage Loan that are allocated
to Note B-1, is less than 25% of the remainder of (A) the initial Note B-1 Principal Balance minus (B) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received by, the Note B-1 Holder on Note B-1 after the date of
creation of Note B-1; or


 


(b)       any
interest in Note B-1 is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower
or Mortgage Loan Borrower Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder.


 






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“Controlling
Class Representative” shall mean the “Controlling Class Representative” as defined in the Servicing Agreement
or such other analogous term used in the Servicing Agreement.


 


“Controlling
Noteholder” shall mean as of any date of determination


 


(i)        the
Note B-1 Holder, unless a Control Appraisal Period has occurred and is continuing; or


 


(ii)       if
a Control Appraisal Period has occurred and is continuing, the Note A-1 Holder;


 


provided
that, if the Note B-1 Holder would be the Controlling Noteholder pursuant to the terms hereof, but any interest in Note B-1 is
held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, or the Mortgage Loan Borrower or Mortgage Loan Borrower
Related Party would otherwise be entitled to exercise the rights of the Controlling Noteholder, a Control Appraisal Period shall
be deemed to have occurred; provided, further that at any time Note A-1 is the Controlling Noteholder and is included
in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority
of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser
amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise
the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.


 


“Cure Period”
shall have the meaning assigned to such term in Section 11(a).


 


“DBRS”
shall mean DBRS, Inc., and its successors in interest.


 


“Defaulted Mortgage
Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Defaulted Mortgage
Loan Purchase Price” shall mean the sum, without duplication, of


 


(a) the Principal
Balance of Note A-1 and Note B-1, (b) accrued and unpaid interest on the Note A-1 Principal Balance at the Note A-1 Rate and
on the Note B-1 Principal Balance at the Note B-1 Rate, respectively, from the date as to which interest was last paid in full
by Mortgage Loan Borrower up to and including the end of the interest accrual period relating to the Monthly Payment Date next
following the date the purchase occurred, (c) any other amounts due under the Mortgage Loan to the Note A-1 Holder and Note B-1
Holder, other than Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, provided that
if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser, the Defaulted Mortgage Loan Purchase
Price shall include Prepayment Premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication
to clause (c) any unreimbursed property protection or servicing Advances and any expenses incurred in enforcing the Mortgage
Loan Documents (including, without limitation, servicing Advances payable or reimbursable to any Servicer, and earned and unpaid
special servicing fees


 






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owing to or by or on behalf of the Note A-1 Holder and/or Note B-1 Holder), (e) without duplication of amounts
under clause (c), any accrued and unpaid Advance Interest Amount with respect to an Advance made by or on behalf of the Note
A-1 Holder and/or Note B-1 Holder, (f) (x) if the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party is the purchaser
or (y) if the Mortgage Loan is purchased after ninety (90) days after such option first becomes exercisable pursuant to Section
12 of this Agreement, any liquidation or workout fees payable under the Servicing Agreement with respect to the Mortgage Loan and
(g) any Recovered Costs not reimbursed previously to Note A-1 and Note B-1 pursuant to this Agreement. Notwithstanding the
foregoing, if the purchasing Noteholder is purchasing from the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party,
the Defaulted Mortgage Loan Purchase Price shall not include the amounts described under clauses (d) through (f) of this definition.
If the Mortgage Loan is converted into a REO Property, for purposes of determining the Defaulted Mortgage Loan Purchase Price,
interest will be deemed to continue to accrue on Note A-1 and Note B-1 at the Note A-1 Rate or Note B-1 Rate, as applicable, as
if the Mortgage Loan were not so converted. In no event shall the Defaulted Mortgage Loan Purchase Price include amounts due or
payable to the purchasing Noteholder under this Agreement.


 


“Defaulted Note
Purchase Date” shall have the meaning assigned to such term in Section 12.


 


“Default Interest”
shall mean interest on the Mortgage Loan at a rate per annum equal to the Note Default Interest Spread.


 


“Depositor”
shall mean the Person selected by the Lead Securitization Noteholder to create the Securitization Trust.


 


“Event of Default”
shall mean, with respect to the Mortgage Loan, an “Event of Default” as defined in the Mortgage Loan Documents.


 


“Final Recovery
Determination” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Fitch”
shall mean Fitch Ratings, Inc., and its successors in interest.


 


“Grace Period”
shall have the meaning assigned to such term in Section 11(a).


 


“Indemnified
Items” shall mean, collectively, any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration
of the Mortgage Loan and the Mortgaged Property (or, with respect to the Operating Advisor, incurred in connection with the provision
of services for the Mortgage Loan) under the Servicing Agreement.


 


“Indemnified
Parties” shall mean, collectively, (i) as and to the same extent the Lead Securitization Trust is required to indemnify
each of the following parties in respect of other mortgage loans in the Lead Securitization Trust pursuant to the terms of the
Servicing Agreement, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor, the Asset Representations Reviewer and the Depositor (and any director, officer, employee or agent of any of the foregoing,
to the extent such parties are


 






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identified
as indemnified parties in the Servicing Agreement in respect of other mortgage loans) and (ii) the Lead Securitization Trust.


 


“Independent”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Initial Agent”
shall have the meaning assigned to such term in the recitals.


 


“Initial Note
A-1 Holder” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Initial Note
B-1 Holder” shall have the meaning assigned to such term in the recitals.


 


“Initial Noteholders”
shall mean, collectively, the Initial Note A-1 Holder and the Initial Note B-1 Holder.


 


“Insolvency
Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et seq.) or any other
insolvency, liquidation, reorganization or other similar proceeding concerning the Mortgage Loan Borrower, any action for the dissolution
of the Mortgage Loan Borrower, any proceeding (judicial or otherwise) concerning the application of the assets of the Mortgage
Loan Borrower for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of the Mortgage Loan Borrower or any other action concerning
the adjustment of the debts of the Mortgage Loan Borrower, the cessation of business by the Mortgage Loan Borrower, except following
a sale, transfer or other disposition of all or substantially all of the assets of the Mortgage Loan Borrower in a transaction
permitted under the Mortgage Loan Documents; provided, however, that following any such permitted transaction affecting
the title to the Mortgaged Property, the Mortgage Loan Borrower for purposes of this Agreement shall be defined to mean the successor
owner of the Mortgaged Property from time to time as may be permitted pursuant to the Mortgage Loan Documents; provided,
further, however, that for the purposes of this definition, in the event that more than one entity comprises the
Mortgage Loan Borrower, the term “Mortgage Loan Borrower” shall refer to any such entity.


 


“Insurance and
Condemnation Proceeds” shall have the meaning assigned to such term or any one or more analogous terms in the Servicing
Agreement.


 


“Interest Rate”
shall have the meaning assigned to such term or any one or more analogous terms in the Mortgage Loan Documents.


 


“Interested
Person” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Intervening
Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which holds
the Junior Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as
collateral for the CDO.


 






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“Junior Note”
means Note B-1.


 


“Junior Noteholder”
shall mean the Note B-1 Holder.


 


“Junior Operating
Advisor” shall mean, with respect to the Mortgage Loan, the advisor appointed pursuant to Section 6(a).


 


“KBRA”
shall mean Kroll Bond Rating Agency, Inc., or its successor in interest.


 


“Lead Securitization”
shall mean the Securitization of Note A-1 in a Securitization Trust to be designated by the Initial Note A-1 Holder.


 


“Lead Securitization
Note” shall mean Note A-1.


 


“Lead Securitization
Noteholder” shall mean the Note A-1 Holder.


 


“Lead Securitization
Trust” shall mean the Securitization Trust created in connection with the Lead Securitization.


 


“Lender”
shall have the meaning assigned to such term in the Mortgage.


 


“Liquidation
Proceeds” shall have the meaning assigned to such term in the Servicing Agreement or any one or more analogous terms
in the Servicing Agreement.


 


“Major Decisions”
shall have the meaning given to such term or any one or more analogous terms in the Servicing Agreement; provided that at any time
that Note A-1 is not included in the Lead Securitization, “Major Decision” shall mean:


 


(i)       
any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of any REO Property) of
the ownership of the property or properties securing the Mortgage Loan if it comes into and continues in default;


 


(ii)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


(iii)       following
a default or an event of default with respect to the Mortgage Loan, any exercise of remedies, including the acceleration of the
Mortgage Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(iv)      any
sale of the Mortgage Loan (when it is a Defaulted Mortgage Loan) or REO Property for less than the applicable Purchase Price (as
defined in the Servicing Agreement);


 






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(v)       any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to
otherwise address any Hazardous Materials (as defined in the Servicing Agreement) located at a Mortgaged Property or an REO
Property;


 


(vi)      any
release of material collateral or any acceptance of substitute or additional collateral for the Mortgage Loan or any consent to
either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan Documents and for which
there is no lender discretion;


 


(vii)     any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of a Mortgaged Property or interests in the borrower;


 


(viii)    any
incurrence of additional debt by a borrower or any mezzanine financing by any beneficial owner of a borrower (to the extent that
the lender has consent rights pursuant to the related Mortgage Loan Documents);


 


(ix)       any
material modification, waiver or amendment of an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine
lender or subordinate debt holder related to the Mortgage Loan, or any action to enforce rights (or decision not to enforce rights)
with respect thereto, or any material modification, waiver or amendment thereof;


 


(x)       
any property management company changes, including, without limitation, approval of the termination of a manager and
appointment of a new property manager or franchise changes (in each case, if the lender is required to consent or approve
such changes under the Mortgage Loan Documents);


 


(xi)       releases
of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows
or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan Documents and for which there
is no lender discretion;


 


(xii)      any
acceptance of an assumption agreement releasing a borrower, guarantor or other obligor from liability under the Mortgage Loan other
than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;


 


(xiii)     any
determination of an Acceptable Insurance Default (as defined in the Servicing Agreement);


 


(xiv)     any
determination by the Master Servicer to transfer the Mortgage Loan to the Special Servicer under the circumstances described in
paragraph (c) of the definition of “Specially Serviced Mortgage Loan” (as defined in the Servicing Agreement); or


 






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(xv)      any
modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and nondisturbance
or attornment agreement in connection with any lease, at a Mortgaged Property that (a)(i) when aggregated with all other leases
at the Mortgage Property with the same tenant (or affiliated tenants), and assuming the exercise of all expansion rights and all
preferential rights to lease additional space contained in such lease, is expected to demise more than 100,000 rentable square
feet, (ii) contains an option or preferential right to purchase all or any portion of the Mortgaged Property, (iii) is with an
affiliate of Mortgage Loan Borrower as tenant, or (iv) is entered into during the continuance of an Event of Default and (b) either
approval of such transaction by the Master Servicer is not expressly permitted under the Servicing Agreement or the Mortgage Loan
is a Specially Serviced Mortgage Loan.


 


“Master Servicer”
shall mean Wells Fargo Bank, National Association or its successor in interest, or any successor Master Servicer appointed as provided
in the Servicing Agreement.


 


“Monetary Default”
shall have the meaning assigned to such term in Section 11(a).


 


“Monetary Default
Notice” shall have the meaning assigned to such term in Section 11(a).


 


“Monthly Payment”
shall mean have the meaning assigned to such term in the Servicing Agreement.


 


“Monthly Payment
Date” shall mean the Payment Date (as defined in the Mortgage Loan Documents).


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., and its successors in interest.


 


“Morningstar”:
Morningstar Credit Ratings, LLC, or any of its successors in interest, assigns, and/or changed entity name or designation resulting
from any acquisition by Morningstar, Inc. or other similar entity of Realpoint LLC.


 


“Mortgage”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan”
shall have the meaning assigned to such term in the recitals.


 


“Mortgage Loan
Agreement” shall mean the Loan Agreement, dated as of February 23, 2018, between the Mortgage Loan Borrower, as
Borrower, and Goldman Sachs Mortgage Company, as Lender, as the same may be further amended, restated, supplemented or otherwise
modified from time to time, subject to the terms hereof.


 


“Mortgage Loan
Borrower” shall have the meaning assigned to such term in the recitals.


 






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“Mortgage Loan
Borrower Party Affiliate” shall mean, with respect to the Mortgage Loan Borrower, a manager of a Mortgaged Property or
a Restricted Mezzanine Holder, (a) any other Person controlling or controlled by or under common control with such borrower, manager
or Restricted Mezzanine Holder, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial
interests in such borrower, manager or Restricted Mezzanine Holder, as applicable. For purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Mortgage Loan
Borrower Related Party” shall mean the Mortgage Loan Borrower, a manager of a Mortgaged Property, a Restricted Mezzanine
Holder, or a Mortgage Loan Borrower Party Affiliate.


 


“Mortgage Loan
Documents” shall mean, with respect to the Mortgage Loan, the Mortgage Loan Agreement, the Mortgage, the Notes and all
other documents now or hereafter evidencing and securing the Mortgage Loan.


 


“Mortgage Loan
Rate” shall mean, as of any date of determination, the weighted average of the Note A-1 Rate and the Note B-1 Rate.


 


“Mortgage Loan
Schedule” shall mean the Schedule attached hereto as Exhibit A.


 


“Mortgaged Property”
shall have the meaning assigned to such term in the recitals.


 


“Net Note A-1
Rate” shall mean the Note A-1 Rate minus the Servicing Fee Rate applicable to Note A-1.


 


“Net Note B-1
Rate” shall mean the Note B-1 Rate minus the Servicing Fee Rate applicable to Note B-1.


 


“Non-Controlling
Note” shall mean the interest of each Non-Controlling Noteholder in its Note.


 


“Non-Controlling
Noteholder” shall mean each Noteholder other than the Controlling Noteholder.


 


“Non-Exempt
Person” shall mean any Person other than a Person who is either (i) a U.S. Person or (ii) has on file with the Agent
for the relevant year such duly-executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Servicer on behalf
of the Note A-1 Holder to make such payments free of any obligation or liability for withholding.


 






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“Non-Monetary
Default” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Cure Period” shall have the meaning assigned to such term in Section 11(d).


 


“Non-Monetary
Default Notice” shall have the meaning assigned to such term in Section 11(d).


 


“Note”
shall mean any of Note A-1 and Note B-1, as applicable.


 


“Note A-1”
shall have the meaning assigned to such term in the recitals.


 


“Note A-1 Default
Rate” shall mean a rate per annum equal to the Note A-1 Rate plus the Note Default Interest Spread.


 


“Note A-1 Holder”
shall mean the Initial Note A-1 Holder, or any subsequent holder of the Note A-1, together with its successors and assigns.


 


“Note A-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note A-1 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance and the Note B-1 Principal Balance.


 


“Note A-1 Principal
Balance” shall mean, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-1 Principal
Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-1 Holder or reductions
in such amount pursuant to Sections 3, 4 or 5, as applicable.


 


“Note A-1 Rate”
shall mean the Note A-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note A-1 Relative
Spread” shall mean the ratio of the Note A-1 Rate to the Mortgage Loan Rate.


 


“Note B-1”
shall have the meaning assigned to such term in the recitals.


 


“Note B-1 Default
Rate” shall mean a rate per annum equal to the Note B-1 Rate plus the Note Default Interest Spread.


 


“Note B-1 Holder”
shall have the meaning assigned to such term in the recitals, and any successor in interest, or any subsequent holder of the Note
B-1.


 


“Note B-1 Percentage
Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the Note B-1 Principal Balance
and the denominator of which is the sum of the Note A-1 Principal Balance and the Note B-1 Principal Balance.


 






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“Note B-1 Principal
Balance” shall mean, at any time of determination, the Initial Note B-1 Principal Balance set forth on the Mortgage Loan
Schedule, less any payments of principal thereon or reductions in such amount pursuant to Sections 3, 4 or 5,
as applicable.


 


“Note B-1 Rate”
shall mean the Note B-1 Rate set forth on the Mortgage Loan Schedule.


 


“Note B-1 Relative
Spread” shall mean the ratio of the Note B-1 Rate to the Mortgage Loan Rate.


 


“Note Default
Interest Spread” shall mean a rate per annum equal to five percent (5%); provided, however, that if the
weighted average of the Note A-1 Default Rate and the Note B-1 Default Rate would exceed the maximum rate permitted by applicable
law, the Note Default Interest Spread shall equal (i) the rate at which the weighted average of the Note A-1 Default Rate and the
Note B-1 Default Rate equals the maximum rate permitted by applicable law minus (ii) the Mortgage Loan Rate.


 


“Note Pledgee”
shall have the meaning assigned to such term in Section 19(e).


 


“Note Rate”
shall mean either of the Note A-1 Rate or the Note B-1 Rate, as applicable.


 


“Note Register”
shall have the meaning assigned to such term in Section 21.


 


“Noteholder”
shall mean either of the Note A-1 Holder or Note B-1 Holder, as applicable.


 


“Noteholder
Purchase Notice” has the meaning assigned to such term in Section 12.


 


“Operating Advisor”
shall mean Park Bridge Lender Services LLC or its successor in interest, or any successor Operating Advisor appointed as provided
in the Servicing Agreement.


 


“Percentage
Interest” shall mean, with respect to the Note A-1 Holder, the Note A-1 Percentage Interest, and with respect to the
Note B-1 Holder, the Note B-1 Percentage Interest, as each may be adjusted from time to time.


 


“Permitted Fund
Manager” shall mean any Person that on the date of determination is (i) one of the entities on Exhibit C attached
hereto and made a part hereof or any other a nationally-recognized manager of investment funds investing in debt or equity interests
relating to commercial real estate, (ii) investing through a fund with committed capital of at least $500,000,000 and (iii) not
subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.


 


“Person”
shall have the meaning assigned to such term in the Servicing Agreement.


 






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“Pledge”
shall have the meaning assigned to such term in Section 19(e).


 


“Prepayment
Premium” shall mean, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance
premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents,
including any exit fee.


 


“Principal Balance”
shall mean any of the Note A-1 Principal Balance and the Note B-1 Principal Balance, as applicable.


 


“Qualified Institutional
Lender” shall mean each of the Initial Noteholders, Goldman Sachs Mortgage Company, and any other Person that is:


 


(a)       
   an entity Controlled (as defined below) by, under common Control with or Controlling either the Initial Note A-1 Holder or
the Note B-1 Holder, or


 


(b)           one
or more of the following:


 


(i)       a
real estate investment bank, an insurance company, reinsurance trust, bank, savings and loan association, investment bank, trust
company, commercial credit corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment
trust, governmental entity or plan, or


 


(ii)       an
investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, as amended, or an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3)
or (7) of Regulation D under the Securities Act of 1933, as amended, or


 


(iii)       a
Qualified Trustee (or in the case of a CDO, a single purpose bankruptcy remote entity which contemporaneously assigns or pledges
the Junior Note, or a participation interest therein (or any portion thereof) to a Qualified Trustee) in connection with (a) a
securitization of, (b) the creation of collateralized debt obligations (“CDO”) secured by, or (c) a financing
through an “owner trust” of, any or all of the Junior Note (any of the foregoing, a “Securitization Vehicle”),
provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment
grade by each of the Rating Agencies which assigned a rating to one or more classes of securities issued in connection with a securitization
(it being understood that with respect to any Rating Agency that assigned such a rating to the securities issued by such Securitization
Vehicle, a Rating Agency Confirmation will not be required in connection with a transfer of the Junior Note to such Securitization
Vehicle); (2) in the case of a Securitization Vehicle that is not a CDO, the special servicer of such Securitization Vehicle has
a Required Special Servicer Rating or is otherwise acceptable to the Rating Agencies rating each Securitization (such entity, an
“Approved Servicer”) and such Approved Servicer is required to service and administer the Junior Note in accordance
with servicing arrangements for the assets held by the Securitization Vehicle which require that such Approved


 






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Servicer act in
accordance with a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the
case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is
not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, are each a Qualified Institutional
Lender under clauses (i), (ii), (iii), (iv) or (v) of this definition, or


 


(iv)       an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) the Note A-1 Holder or the Note B-1 Holder, as applicable, (B) a person that is otherwise
a Qualified Institutional Lender under clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities
referred to in clause (i) or (ii) above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund
manager responsible for the day-to-day management and operation of such investment vehicle and provided that at least 50% of the
equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified
Institutional Lenders (without regard to the capital surplus/equity and total asset requirements set forth below in the definition),
or


 


(v)       an
institution substantially similar to any of the foregoing, and


 


in the case of any entity referred to in
clause (b)(i), (b)(ii), (b)(iii)(a), (b)(iv)(B) or (b)(v) of this definition, (x) such entity has at least $200,000,000 in capital/statutory
surplus or shareholders’ equity (except with respect to a pension advisory firm, asset manager or similar fiduciary) and
at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business of making or
owning commercial real estate loans (or interests therein) similar to the Mortgage Loan (or mezzanine loans with respect thereto)
or owning or operating commercial real estate properties; provided that, in the case of the entity described in clause (iv) (B)
above, the requirements of this clause (y) may be satisfied by a general partner, managing member, or the fund manager responsible
for the day-to-day management and operation of such entity, or


 


(c)       any
entity Controlled (as defined below) by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder
as a Qualified Institutional Lender for purposes of this Agreement, or as to which the Rating Agencies have stated they would not
review such entity in connection with the subject transfer.


 


For purposes of this
definition only, “Control” means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity or the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract
or otherwise (“Controlled” and “Controlling” have the meaning correlative thereto).


 


“Qualified Trustee”
means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the
laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept
the trust conferred, having a combined capital and surplus of at least $50,000,000 and


 






    	14 



     


    

 


subject
to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation
or (iii) an institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories
of each of the applicable Rating Agencies.


 


“Rating Agencies”
shall mean any of (a) S&P, (b) Moody’s, (c) Fitch, (d) DBRS, (e) KBRA and (f) Morningstar or, (g) if any of such entities
shall for any reason no longer perform the functions of a securities rating agency, any other nationally recognized statistical
rating agency reasonably designated by the Depositor to rate the securities issued in connection with the Securitization of Note
A-1; provided, however, that, at any time during which Note A-1 is an asset of a Securitization, “Rating Agencies”
or “Rating Agency” shall mean with respect to Note A-1, only those rating agencies that are engaged by the Depositor
from time to time to rate the securities issued in connection with the Securitization of such Note.


 


“Rating Agency
Confirmation” shall mean prior to a Securitization with respect to any matter, confirmation in writing (which may be
in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not,
in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates
(if then rated by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement
for the Rating Agency Confirmation from each Rating Agency with respect to such matter and after a Securitization, the meaning
given thereto or any analogous term in the Servicing Agreement including any deemed Rating Agency Confirmation.


 


“Recovered Costs”
shall mean any amounts referred to in clauses (i)(d) and/or (i)(e) of the definition of “Defaulted Mortgage Loan Purchase
Price” that, at the time of determination, had been previously paid or reimbursed to any Servicer from sources other than
collections on or in respect of the Mortgage Loan or the Mortgaged Property (including, without limitation, from collections on
or in respect of loans other than the Mortgage Loan).


 


“Redirection
Notice” shall have the meaning assigned to such term in Section 19(e).


 


“Regulation
AB” shall mean Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case
as effective from time to time as of the compliance dates specified therein.


 


“Relative Spread”
shall mean the Note A-1 Relative Spread or Note B-1 Relative Spread, as the context may require.


 


“REMIC”
shall mean a real estate mortgage investment conduit within the meaning of Section 860D(a) of the Code.


 






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“REMIC Provisions”
shall mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of subchapter M of Chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed
regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Required Special
Servicer Rating” shall mean with respect to a special servicer (i) in the case of Fitch, a rating of “CSS3”,
(ii) in the case of S&P, such special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special
Servicer, (iii) in the case of Moody’s, such special servicer is acting as special servicer for one or more loans included
in a commercial mortgage loan securitization that was rated by Moody’s within the twelve (12) month period prior to the date
of determination, and Moody’s has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as special
servicer of such commercial mortgage loans, (iv) in the case of Morningstar, either (a) the applicable replacement has a special
servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar,
is currently acting as a special servicer on a deal or transaction-level basis for all or a significant portion of the related
mortgage loans in other CMBS transactions rated by any of S&P, Moody’s, Morningstar, Fitch, DBRS or KBRA and the trustee
does not have actual knowledge that Morningstar has, and the replacement special servicer certifies that Morningstar has not, with
respect to any such other CMBS transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of
such CMBS transaction citing servicing concerns of the applicable replacement as the sole or material factor in such rating action,
(v) in the case of KBRA, KBRA has not cited servicing concerns of such special servicer as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in a transaction serviced by such special servicer prior to the time of determination, and (vi) in the case of DBRS,
such special servicer is currently acting as special servicer for one or more loans included in a commercial mortgage loan securitization
that is rated by DBRS, and DBRS has not downgraded or withdrawn the then-current rating on any class of commercial mortgage securities
or placed any class of commercial mortgage securities on watch citing the continuation of such special servicer as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by such special servicer prior to the time of determination.


 


“REO Property”
shall have the meaning assigned to such term in the Servicing Agreement.


 


“Restricted
Mezzanine Holder”: A holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender
has initiated foreclosure proceedings or enforcement proceedings against the equity collateral pledged to secure such mezzanine
loan.


 


“S&P”
shall mean S&P Global Ratings, and its successors in interest.


 






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“Securitization”
shall mean one or more sales by the Note A-1 Holder or Note B-1 Holder of all or a portion of such Note to a depositor, who will
in turn include such portion of such Note as part of a securitization of one or more mortgage loans.


 


“Securitization
Date” shall mean the effective date on which the Securitization of the Lead Securitization Note or portion thereof is
consummated.


 


“Securitization
Trust” shall mean a trust formed pursuant to a Securitization pursuant to which the Note A-1 or Note B-1 is held.


 


“Sequential
Pay Event” shall mean any Event of Default with respect to an obligation to pay money due under the Mortgage Loan, any
other Event of Default for which the Mortgage Loan is actually accelerated or any other Event of Default which causes the Mortgage
Loan to become a Specially Serviced Mortgage Loan, or any bankruptcy or insolvency event that constitutes an Event of Default;
provided, however, that unless the Servicer under the Servicing Agreement has notice or knowledge of such event at
least ten (10) Business Days prior to the applicable distribution date, distributions will be made sequentially beginning on the
subsequent distribution date; provided, further, that the aforementioned requirement of notice or knowledge will
not apply in the case of distribution of the final proceeds of a liquidation or final disposition of the Mortgage Loan. A Sequential
Pay Event shall no longer exist to the extent it has been cured (including any cure payment made by the Controlling Noteholder
in accordance with Section 11) and shall not be deemed to exist to the extent the Junior Noteholder is exercising its cure rights
under Section 11.


 


“Servicer”
shall mean the Master Servicer or the Special Servicer, as the context may require.


 


“Servicing Agreement”
shall mean the pooling and servicing agreement to be entered into in connection with the Securitization of Note A-1 and issuance
of the GS Mortgage Securities Trust 2018-GS10, Commercial Mortgage Pass-Through Certificates, Series 2018-GS10, by and among
(a) the Depositor, (b) the Master Servicer, (c) the Special Servicer, (d) Rialto Capital Advisors, LLC, as General Special
Servicer (as defined in the Servicing Agreement) for the Securitization of Note A-1, (e) the Certificate Administrator, (f) the
Trustee, (g) the Operating Advisor and (h) the Asset Representations Reviewer, and any other additional Persons that may be party
to such pooling and servicing agreement. The Servicing Standard in the Servicing Agreement shall require, among other things, that
each Servicer, in servicing the Mortgage Loan, must take into account the interests of each Noteholder (taking into account that
the Junior Note is subordinate to Note A-1, subject to the terms of this Agreement).


 


“Servicing Advances”
shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.


 


“Servicing Fee
Rate” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Servicing Standard”
shall have the meaning assigned to such term in the Servicing Agreement.


 






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“Servicing Transfer
Event” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Special Servicer”
shall mean Trimont Real Estate Advisors, LLC, as 1000 Wilshire Special Servicer (as defined in the Servicing Agreement) or its
successor in interest, or any successor appointed as provided in the Servicing Agreement and this Agreement.


 


“Specially Serviced
Mortgage Loan” shall have the meaning assigned to such term in the Servicing Agreement.


 


“Taxes”
shall mean any income or other taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, now or hereafter
imposed by any jurisdiction or by any department, agency, state or other political subdivision thereof or therein.


 


“Threshold Event
Collateral” shall have the meaning assigned to such term in Section 5(g).


 


“Threshold Event
Cure” shall have the meaning assigned to such term in Section 5(g).


 


“Transfer”
shall mean any sale, assignment, transfer, pledge, syndication, participation, hypothecation, contribution, encumbrance or other
disposition (either (i) directly or (ii) indirectly through entering into a derivatives contract or any other similar
agreement, excluding a repurchase financing or a Pledge in accordance with Section 19(e)).


 


“Trustee”
shall mean Wilmington Trust, National Association or its successor in interest, or any successor Trustee appointed as provided
in the Servicing Agreement.


 


“U.S. Person”
shall mean a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable
Treasury Regulations) created or organized in or under the laws of the United States, any State thereof or the District of Columbia,
including any entity treated as a corporation or partnership for federal income tax purposes, or an estate whose income is subject
to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, a trust in existence on August 20,
1996 that is eligible to elect to be treated as a U.S. Person).


 


“Workout”
shall mean any written modification, waiver, amendment, restructuring or workout of the Mortgage Loan or the Note entered into
with the Mortgage Loan Borrower in accordance with the Servicing Agreement.


 


“Whole Loan
Custodial Account” shall mean the custodial account or subaccount established for the Mortgage Loan pursuant to the Servicing
Agreement.


 






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Section 2.           Servicing.


 


(a)       Each
Noteholder acknowledges and agrees that, subject to this Agreement, the Mortgage Loan shall be serviced pursuant to this Agreement
and the Servicing Agreement; provided that the Master Servicer shall not be obligated to advance monthly payments of principal
or interest in respect of the Notes other than the Note A-1 and the Junior Note (if the Junior Note is included in the Lead Securitization)
if such principal or interest is not paid by the Mortgage Loan Borrower but shall be obligated to advance delinquent real estate
taxes, insurance premiums and other expenses related to the maintenance of the Mortgaged Property and maintenance and enforcement
of the lien of the Mortgage thereon, subject to the terms of the Servicing Agreement. The Junior Noteholder acknowledges that the
Note A-1 Holder may elect, in its sole discretion, to include the Note A-1 in a Securitization and agrees that it will reasonably
cooperate with the Note A-1 Holder, at the Note A-1 Holder’s sole cost and expense, to effect such Securitization. Subject
to the terms and conditions of this Agreement, each Noteholder hereby irrevocably and unconditionally consents to the appointment
of the Master Servicer, Special Servicer and the Trustee under the Servicing Agreement by the Depositor and agrees to reasonably
cooperate with the Master Servicer and the Special Servicer with respect to the servicing of the Mortgage Loan in accordance with
the Servicing Agreement. Each Noteholder hereby appoints the Master Servicer, the Special Servicer and the Trustee in the Lead
Securitization as such Noteholder’s attorney-in-fact to sign any documents reasonably required with respect to the administration
and servicing of the Mortgage Loan on its behalf under the Servicing Agreement (subject at all times to the rights of the Noteholders
set forth herein and in the Servicing Agreement). In no event shall the Servicing Agreement require the Servicer to enforce the
rights of any Noteholder against any other Noteholder or limit the Servicer in enforcing the rights of one Noteholder against any
other Noteholder; however, this statement shall not be construed to otherwise limit the rights of one Noteholder with respect to
any other Noteholder.


 


(b)       The
then Controlling Noteholder shall be entitled to exercise any notice and consent rights of the “directing holder,”
“directing certificateholder,” “controlling class,” “controlling class representative” or any
analogous class or holder under the Servicing Agreement except to the extent such Noteholder is expressly prohibited from exercising
such rights under the terms of this Agreement in its capacity as the Controlling Noteholder.


 


(c)       In
no event may the Servicing Agreement change the interest allocable to, or the amount of any payments due to, the Controlling
Noteholder or materially increase the Controlling Noteholder’s obligations or materially decrease the Controlling Noteholder’s
rights, remedies or protections hereunder.


 


(d)       The
Servicing Agreement shall contain provisions to the effect that:


 


(i)        if
an event of default under the Servicing Agreement has occurred (A) with respect to the Master Servicer under the Servicing Agreement
that affects a Noteholder or any class of commercial mortgage securities backed by a Note or a participation interest in a Note,
and the Master Servicer is not otherwise terminated under the Servicing Agreement, then the Note B-1 Holder or its designees (if
the Note B-1 Holder is the Controlling Noteholder) shall be entitled to direct the Trustee to appoint a sub-servicer


 






    	19 



     


    

 


solely with
respect to the Mortgage Loan (or if the Mortgage Loan is currently being sub-serviced, to replace the current sub-servicer, but
only if such original sub-servicer is in default under the related sub-servicing agreement); and (B) the appointment (or replacement)
of a sub-servicer with respect to the Mortgage Loan, as contemplated in clause (A) above, will in any event be subject to written
confirmation from each Rating Agency that such appointment would not, in and of itself, cause a downgrade, qualification or withdrawal
of the then-current ratings assigned to the securities issued in connection with any Securitization;


 


(ii)       any
payments received on the Mortgage Loan shall be paid by the Master Servicer to each of the Noteholders on the “master servicer
remittance date” under the Servicing Agreement;


 


(iii)       the
Controlling Noteholder shall be entitled to receive, and the Master Servicer and the Special Servicer shall provide access to,
any information relating to the Mortgage Loan, the Mortgage Loan Borrower or the Mortgaged Property as the Controlling Noteholder
may reasonably request and would be customarily in the possession of, or collected or known by, the Master Servicer or the Special
Servicer of mortgage loans similar to the Mortgage Loan and, in any event, all information that is required to be provided to holders
of the securities issued by the Lead Securitization Trust pursuant to the terms and conditions of the Servicing Agreement, including,
but not limited to, standard CREFC reports and Asset Status Reports, provided that if an interest in the Controlling Noteholder
or the related Note is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, then the Controlling Noteholder
shall not be entitled to receive the Asset Status Report or any other information relating to the Special Servicer’s workout
strategy or any “excluded information” or analogous term under the Servicing Agreement;


 


(iv)      each
Noteholder is an intended third party beneficiary in respect of the rights afforded it under the Servicing Agreement and may directly
enforce such rights;


 


(v)       the
Servicing Agreement may not be amended without the consent of the Junior Noteholder if such amendment would materially and adversely
affect its rights thereunder; and


 


(vi)      the
Special Servicer appointed by the Note B-1 Holder shall be named as the Special Servicer for the Mortgage Loan under the Servicing
Agreement as of the closing of the Lead Securitization, as long as such Special Servicer satisfies the requirements of the Servicing
Agreement.


 


(e)       Notwithstanding
anything to the contrary contained in this Agreement, any obligation of the Servicer pursuant to the terms hereof shall be performed
by the Master Servicer or the Special Servicer, as applicable, as set forth in the Servicing Agreement.


 


(f)       At
any time after the Securitization Date that the Lead Securitization Note is no longer subject to the provisions of the Servicing
Agreement, Lead Securitization Noteholder shall cause the Mortgage Loan to be serviced pursuant to a servicing agreement that contains


 






    	20 



     


    

 


servicing
provisions which are the same as or more favorable to the Junior Noteholder, in substance, to those in the Servicing Agreement
and all references herein to the “Servicing Agreement” shall mean such subsequent servicing agreement; provided,
however, that until a replacement servicing agreement has been entered into, the Lead Securitization Noteholder shall cause
the Mortgage Loan to be serviced in accordance with the servicing provisions set forth in the Servicing Agreement as if such agreement
was still in full force and effect with respect to the Mortgage Loan; provided, further, however, that until a replacement servicing
agreement is in place, the actual servicing of the Mortgage Loan may be performed by any nationally recognized commercial mortgage
loan servicer appointed by Lead Securitization Noteholder and the special servicer appointed by the Controlling Noteholder and
does not have to be performed by the service providers set forth under the Servicing Agreement.


 


(g)       [Reserved.]


 


(h)       The
Servicing Agreement shall provide that compensating interest payments as defined therein with respect to Note A-1 will be allocated
by the Master Servicer to Note A-1 in accordance with its principal amount.


 


(i)       
[Reserved.]


 


(j)       
[Reserved.]


 


(k)       [Reserved.]


 


Section 3.           Subordination
of Junior Note; Payments Prior to a Sequential Pay Event. The Junior Note and the rights of the Junior Noteholder to receive
payments of interest, principal and other amounts with respect to the Junior Note shall at all times be junior, subject and subordinate
to Note A-1 and the right of the Note A-1 Holder to receive payments of interest, principal and other amounts with respect to Note
A-1 as set forth herein. If no Sequential Pay Event, as determined by the applicable Servicer, shall have occurred and be continuing,
all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with
the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof, whether received in the form of Monthly Payments,
the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter of credit or other collateral or instrument securing
the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration
or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan
Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for required reserves or escrows required
by the Mortgage Loan Documents (to the extent, in accordance with the terms of the Mortgage Loan Documents) to be held as reserves
or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to
the Servicer under the Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating
Advisor, Certificate Administrator or Trustee with respect to the Mortgage Loan pursuant to the Servicing Agreement, shall be applied
by the Note A-1 Holder (or its designee) and distributed by the Servicer for payment in the following order of priority without


 






    	21 



     


    

 


duplication
(and payments shall be made at such times as are set forth in the Servicing Agreement):


 


(a)       first,
to the Note A-1 Holder in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance at the Net Note
A-1 Rate;


 


(b)       second,
to the Note A-1 Holder in an amount equal to its Percentage Interests of principal payments received, if any, with respect to such
Monthly Payment Date with respect to the Mortgage Loan, until its Principal Balance has been reduced to zero;


 


(c)       third,
to the Note A-1 Holder up to the amount of any unreimbursed costs and expenses paid by such Note A-1 Holder including any Recovered
Costs not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or
reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)       fourth,
to the Note A-1 Holder in an amount equal to the product of (i) the Note A-1 Percentage Interest multiplied by (ii) the Note A-1
Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)       fifth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the Note A-1 Principal Balance has
been reduced, such excess amount shall be paid to the Note A-1 Holder in an amount up to the reduction, if any, of the Note A-1
Principal Balance as a result of such Workout, plus interest on such amount at the Note A-1 Rate;


 


(f)       sixth,
to the Note B-1 Holder in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance at the Net Note
B-1 Rate;


 


(g)       seventh,
to the Note B-1 Holder in an amount equal to the Note B-1 Percentage Interest of principal payments received, if any, with respect
to such Monthly Payment Date with respect to the Mortgage Loan, until the Note B-1 Principal Balance has been reduced to zero;


 


(h)       eighth,
to the Note B-1 Holder in an amount equal to the product of (i) the Note B-1 Percentage Interest multiplied by (ii) the Note B-1
Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i)       ninth,
to the extent the Note B-1 Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note
B-1 Holder for all such cure payments;


 


(j)       tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Note
B-1 has been reduced, such excess amount shall be paid to the Note B-1 Holder in an amount up


 






    	22 



     


    

 


to the reduction, if any, of the
Note B-1 Principal Balance as a result of such Workout, plus interest on such amount at the related Note B-1 Rate;


 


(k)       eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid
to the Note A-1 Holder and the Note B-1 Holder, pro rata based on their respective Percentage Interests; and


 


(l)       twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Note A-1 Holder and the Note B-1 Holder in accordance
with their respective initial Percentage Interests.


 


Section 4.           Payments
Following a Sequential Pay Event. Payments of interest and principal shall be made to the Noteholders in accordance with Section
3 of this Agreement; provided, if a Sequential Pay Event, as determined by the applicable Servicer and as set forth in the
Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available
for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds
thereof (including without limitation amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement
as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, any proceeds
from the sale or distribution of any REO Property, the Balloon Payment, Liquidation Proceeds, proceeds under any guaranty, letter
of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds,
awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower
in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x)
all amounts for required reserves or escrows required by the Mortgage Loan Documents to continue to be held as reserves or escrows
or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to any Servicer
under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Operating Advisor, Certificate
Administrator or Trustee with respect to this Mortgage Loan pursuant to the Servicing Agreement with respect to the Mortgage Loan,
shall be distributed by the Servicer in the following order of priority without duplication (and payments shall be made at such
times as are set forth in the Servicing Agreement):


 


(a)       first,
to the Note A-1 Holder in an amount equal to the accrued and unpaid interest on the Note A-1 Principal Balance at the Net Note
A-1 Rate;


 


(b)       second,
to the Note A-1 Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan until its Principal Balances
has been reduced to zero;


 






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(c)       third,
to the Note A-1 Holder up to the amount of any unreimbursed costs and expenses paid by such Note A-1 Holder including any Recovered
Costs not previously reimbursed to such Noteholder (or paid or advanced by any Servicer on its behalf and not previously paid or
reimbursed) with respect to the Mortgage Loan pursuant to this Agreement or the Servicing Agreement;


 


(d)       fourth,
to the Note A-1 Holder in an amount equal to the product of (i) the Note A-1 Percentage Interest multiplied by (ii) the Note A-1
Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(e)       fifth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(d) and, as a result of a Workout the Note A-1 Principal Balance has
been reduced, such excess amount shall be paid to the Note A-1 Holder in an amount up to the reduction, if any, of the Note A-1
Principal Balance as a result of such Workout, plus interest on such amount at the Note A-1 Rate;


 


(f)       sixth,
to the Note B-1 Holder in an amount equal to the accrued and unpaid interest on the Note B-1 Principal Balance at the Net Note
B-1 Rate;


 


(g)       seventh,
to the Note B-1 Holder in an amount equal to all amounts allocated as principal on the Mortgage Loan with respect to such Monthly
Payment Date, until the Note B-1 Principal Balance has been reduced to zero;


 


(h)       eighth,
to the Note B-1 Holder in an amount equal to the product of (i) the Note B-1 Percentage Interest multiplied by (ii) the Note B-1
Relative Spread and (iii) any Prepayment Premium to the extent paid by the Mortgage Loan Borrower;


 


(i)       ninth,
to the extent the Note B-1 Holder has made any payments or advances to cure defaults pursuant to Section 11, to reimburse the Note
B-1 Holder for all such cure payments;


 


(j)       tenth,
if the proceeds of any foreclosure sale or any liquidation of a Mortgage Loan or Mortgaged Property exceed the amounts required
to be applied in accordance with the foregoing clauses (a)-(i) and, as a result of a Workout the Principal Balance of the Note
B-1 has been reduced, such excess amount shall be paid to the Note B-1 Holder in an amount up to the reduction, if any, of the
Note B-1 Principal Balance as a result of such Workout, plus interest on such amount at the related Note B-1 Rate;


 


(k)       eleventh,
to the extent assumption or transfer fees actually paid by the Mortgage Loan Borrower are not required to be otherwise applied
under the Servicing Agreement, including, without limitation, to provide reimbursement for interest on any Advances, to pay any
Additional Servicing Expenses or to compensate a Servicer (in each case provided that such reimbursements or payments relate to
the Mortgage Loan), any such assumption or transfer fees, to the extent actually paid by the Mortgage Loan Borrower, shall be paid
to the Note A-1 Holder and the Note B-1 Holder, pro rata, based on their respective Percentage Interests; and


 






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(l)       twelfth,
if any excess amount is available to be distributed in respect of the Mortgage Loan, and not otherwise applied in accordance with
the foregoing clauses (a)-(k), any remaining amount shall be paid pro rata to the Note A-1 Holder and the Note B-1 Holder
in accordance with their respective Percentage Interests.


 


Section 5.           Administration
of the Mortgage Loan.


 


(a)       Subject
to this Agreement (including, without limitation, Section 5(f) below) and the Servicing Agreement, and consistent with the
Servicing Standard, the Lead Securitization Noteholder (or any Servicer acting on behalf of the Lead Securitization Noteholder)
shall have the sole and exclusive authority with respect to the administration of, and exercise of rights and remedies with respect
to, the Mortgage Loan, including, without limitation, the sole authority to modify or waive any of the terms of the Mortgage Loan
Documents or consent to any action or failure to act by the Mortgage Loan Borrower or any other party to the Mortgage Loan Documents,
call or waive any Event of Default, accelerate the Mortgage Loan or institute any foreclosure action or other remedy and no other
Noteholder shall have any voting, consent or other rights whatsoever with respect to the Lead Securitization Noteholder’s
administration of, or exercise of its rights and remedies with respect to, the Mortgage Loan except as set forth in this Agreement
and the Servicing Agreement including the rights of the Junior Noteholder in its capacity as the Controlling Noteholder to consent
to the Major Decisions set forth in this Agreement. Subject to this Agreement and the Servicing Agreement (including, without limitation,
Section 5(f) below), and consistent with the Servicing Standard, the Junior Noteholder agrees that it shall have no right
to, and hereby presently and irrevocably assigns and conveys to the Lead Securitization Noteholder (or any Servicer acting on behalf
of the Lead Securitization Noteholder) the rights, if any, that the Junior Noteholder has to, (i) call or cause the Lead Securitization
Noteholder to call an Event of Default under the Mortgage Loan, or (ii) exercise any remedies with respect to the Mortgage
Loan or the Mortgage Loan Borrower, including, without limitation, filing or causing the Lead Securitization Noteholder to file
any bankruptcy petition against the Mortgage Loan Borrower. The Lead Securitization Noteholder (or any Servicer acting on behalf
of the Lead Securitization Noteholder) shall not have any fiduciary duty to the Note B-1 Holder in connection with the administration
of the Mortgage Loan (but the foregoing shall not relieve the Lead Securitization Noteholder from the obligation to make any disbursement
of funds as set forth herein).


 


(b)       The
administration of the Mortgage Loan shall be governed by this Agreement and the Servicing Agreement. Each Noteholder agrees to
be bound by the terms of the Servicing Agreement. The Lead Securitization Noteholder (or the Servicer on its behalf) shall service
the Mortgage Loan in accordance with the terms of this Agreement, including without limitation, the rights of the Junior Noteholder
set forth in Section 5(f) below and consistent with the Servicing Standard. Servicing of the Mortgage Loan shall be carried
out by the Master Servicer and, if the Mortgage Loan is a Specially Serviced Mortgage Loan, by the Special Servicer, in each case
pursuant to the Servicing Agreement and consistent with the Servicing Standard. Notwithstanding anything to the contrary contained
herein, in accordance with the Servicing Agreement, the Lead Securitization Noteholder shall cause the Master Servicer and the
Special Servicer to service and administer the Mortgage Loan in accordance with the Servicing Standard, taking into account the
interests of each of the Noteholders as a collective whole (it being understood that the interests of the Junior Noteholder are
subordinate


 






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to
Note A-1, subject to the terms and conditions of this Agreement, including without limitation the rights of the Controlling Noteholder),
and the Junior Noteholder who is not the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party shall be deemed a third
party beneficiary of such provisions of the Servicing Agreement. The foregoing provisions of this Section 5(b) shall
not limit or modify the rights of the Controlling Noteholder and/or the Junior Operating Advisor to exercise their respective
rights specifically set forth under this Agreement.


 


(c)       Notwithstanding
anything to the contrary contained herein, but subject to the terms and conditions of the Servicing Agreement and this Agreement
(including, without limitation, Sections 5(f) and 6), if the Lead Securitization Noteholder in connection with a
Workout of the Mortgage Loan modifies the terms thereof such that (i) the unpaid principal balance of the Mortgage Loan is
decreased, (ii) the Interest Rate or scheduled amortization payments on such Mortgage Loan are reduced, (iii) payments
of interest or principal on such Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment (other than an
increase in the Interest Rate or increase in scheduled amortization payments) is made to any of the terms of the Mortgage Loan,
all payments to the Note A-1 Holder pursuant to Section 3 and Section 4, as applicable, shall be made as though such
Workout did not occur, with the payment terms of Note A-1 remaining the same as they are on the date hereof, the full economic
effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such Workout shall be borne
by the Note B-1 Holder (up to the amount otherwise due on Note B-1). Subject to the Servicing Agreement and this Agreement (including
without limitation Sections 5(f) and 6), in the case of any modification or amendment described above, the Lead Securitization
Noteholder will have the sole authority and ability to revise the payment provisions set forth in Section 3 and Section 4
above in a manner that reflects the subordination of the Junior Note to Note A-1 with respect to the loss that is the result of
such amendment or modification, including: (i) the ability to increase the Note A-1 Percentage Interest and to reduce the
Note B-1 Percentage Interest in a manner that reflects a loss in principal as a result of such amendment or modification and (ii) the
ability to change the Note A-1 Rate and the Note B-1 Rate, as applicable, in order to reflect a reduction in the Interest Rate
of the Mortgage Loan but shall not be permitted to change the order of the clauses set forth in Sections 3 and 4 hereof. Notwithstanding
the foregoing, if any Workout, modification or amendment of the Mortgage Loan extends the original maturity date of the Mortgage
Loan, for purposes of this paragraph, the Balloon Payment will be deemed not to be due on the original maturity date of the Mortgage
Loan but will be deemed due on the extended maturity date of the Mortgage Loan.


 


(d)       All
rights and obligations of the Lead Securitization Noteholder described hereunder may be exercised by the Servicers on behalf of
the Lead Securitization Noteholder in accordance with the Servicing Agreement and this Agreement. The Controlling Noteholder shall
be provided access to any website that a Privileged Person (other than a Rating Agency) would be permitted to access in accordance
with the procedures set forth in the Servicing Agreement, it being understood and agreed that the Controlling Noteholder is subject
to any restrictions on the access to such websites contained in the Servicing Agreement.


 


(e)       If
any Note is included as an asset of a REMIC, any provision of this Agreement to the contrary notwithstanding: (i) the Mortgage
Loan shall be administered such that the Notes shall each qualify at all times as (or as interests in) a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, (ii) any real property (and related personal


 






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property) acquired by or on
behalf of the Noteholders pursuant to a foreclosure, exercise of a power of sale or delivery of a deed in lieu of foreclosure of
the Mortgage or lien on such property following a default on the Mortgage Loan shall be administered so that the interests of the
Noteholders therein shall at all times qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code and (iii) no Servicer may modify, waive or amend any provision of the Mortgage Loan, consent to or withhold consent from
any action of the Mortgage Loan Borrower, or exercise or refrain from exercising any powers or rights which the Noteholders may
have under the Mortgage Loan Documents, if any such action would constitute a “significant modification” of the Mortgage
Loan, within the meaning of Section 1.860G-2(b) of the regulations of the United States Department of the Treasury, more than three
months after the earliest startup day of any REMIC which includes the Lead Securitization Note (or any portion thereof). The Noteholders
agree that the provisions of this Section 5(e) shall be effected by compliance by the Lead Securitization Noteholder or its assignees
with this Agreement or the Servicing Agreement or any other agreement which governs the administration of the Mortgage Loan or
the Lead Securitization Noteholder’s interests therein. All costs and expenses of compliance with this Section 5(e), to the
extent that such costs and expenses relate to administration of a REMIC or to any determination respecting the amount, payment
or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, shall be borne by the Note
A-1 Holder.


 


(f)        (i)        Subject
to clauses (ii) and (iii) below, prior to the Servicer taking any consent, modification, amendment or waiver under or other action
in respect of a Mortgage (whether or not a Servicing Transfer Event has occurred and is continuing) that would constitute a Major
Decision, the Servicer shall provide the Controlling Noteholder (or its Junior Operating Advisor) with at least ten (10) Business
Days (or, in the case of a determination of an Acceptable Insurance Default, 20 days) prior notice requesting consent to the requested
Major Decision. The Servicer shall not take any action with respect to such Major Decision (or making a determination not to take
action with respect to such Major Decision), unless and until the Special Servicer shall receive the written consent of the Controlling
Noteholder (or its Junior Operating Advisor) before implementing a decision with respect to such Major Decision.


 


(ii)       If
the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) has not received a response from the Controlling
Noteholder (or its Junior Operating Advisor) with respect to such Major Decision within five (5) Business Days after delivery of
the notice of a Major Decision, the Lead Securitization Noteholder (or the Special Servicer acting on its behalf) shall deliver
an additional copy of the notice of a Major Decision in all caps bold 14-point font: “THIS IS A SECOND NOTICE. FAILURE TO
RESPOND WITHIN FIVE (5) BUSINESS DAYS OF THIS SECOND NOTICE WILL RESULT IN A LOSS OF YOUR RIGHT TO CONSENT WITH RESPECT TO THIS
DECISION.” and if the Controlling Noteholder (or its Junior Operating Advisor) fails to respond to the Lead Securitization
Noteholder (or the Special Servicer acting on its behalf) with respect to any such proposed action within five (5) Business Days
after receipt of such second notice, the Controlling Noteholder (or its Junior Operating Advisor), as applicable, shall have no
further consent rights with respect to the specific action set forth in such notice. Notwithstanding the foregoing, if the Servicer
determines that action is necessary to protect the Mortgaged Property or the interests of the holders of certificates from potential
harm if such action is not taken or if a failure to take any such action at such time would be inconsistent with the Servicing
Standard, the Servicer may


 






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take
actions with respect to such Mortgaged Property before obtaining the consent of the Controlling Noteholder (or its Controlling
Noteholder Representative) if the Servicer reasonably determines in accordance with the Servicing Standard that failure to take
such actions prior to such consent would materially and adversely affect the interest of the Noteholders as a collective whole,
and the Servicer has made a reasonable effort to contact the Controlling Noteholder. The foregoing shall not relieve the Lead
Securitization Noteholder (or a Servicer acting on its behalf) of its duties to comply with the Servicing Standard.


 


(iii)       Notwithstanding
the foregoing, the Lead Securitization Noteholder (or any Servicer acting on its behalf) shall not follow any advice or consultation
provided by the Controlling Noteholder (or its Junior Operating Advisor) that would require or cause the Lead Securitization Noteholder
(or any Servicer acting on its behalf) to violate any applicable law, including the REMIC Provisions, be inconsistent with the
Servicing Standard, require or cause the Lead Securitization Noteholder (or any Servicer acting on its behalf) to violate provisions
of this Agreement or the Servicing Agreement, require or cause the Lead Securitization Noteholder (or any Servicer acting on its
behalf) to violate the terms of the Mortgage Loan, or materially expand the scope of any Lead Securitization Noteholder’s
(or any Servicer acting on its behalf) responsibilities under this Agreement or the Servicing Agreement.


 


The Special Servicer
shall be required to provide copies to each Non-Controlling Noteholder of any notice, information and report that is required to
be provided to the Controlling Noteholder pursuant to the Servicing Agreement with respect to any Major Decisions, or the implementation
of any recommended actions outlined in an Asset Status Report, within the same time frame such notice, information and report is
required to be provided to the Controlling Noteholder (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Noteholder under the Servicing Agreement due to the occurrence of a Control Termination Event
or a Consultation Termination Event (as each such term is defined in the Servicing Agreement)), and (ii) the Special Servicer
will be required to consult with each Non-Controlling Noteholder on a strictly non-binding basis, to the extent having received
such notices, information and reports, each Non-Controlling Noteholder requests consultation with respect to any such Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report, and consider alternative actions recommended
by each Non-Controlling Noteholder; provided that after the expiration of a period of ten (10) Business Days from the delivery
to each Non-Controlling Noteholder by the Special Servicer of written notice of a proposed action, together with copies of the
notice, information and reports, the Special Servicer shall no longer be obligated to consult with such Non-Controlling Noteholders,
whether or not such Non-Controlling Noteholders have responded within such ten (10) Business Day period.


 


(g)       The
Note B-1 Holder, if it is the Controlling Noteholder, shall be entitled to avoid its applicable Control Appraisal Period caused
by application of an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within thirty (30)
days of the Special Servicer’s receipt of a third party Appraisal that indicates such Control Appraisal Period has occurred
(which such Appraisal the Special Servicer will be required to deliver to the Controlling Noteholder within two Business Days of
receipt by the Special Servicer of such third party Appraisal) together with the Special Servicer’s calculation of the Appraisal
Reduction Amount applicable to the related Junior Note: (i) such Controlling Noteholder shall have


 






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delivered
Threshold Event Collateral as a supplement to the appraised value of the Mortgaged Property, in the amount specified in clause
(ii) below, to the Servicer, together with documentation acceptable to the Servicer in accordance with the Servicing Standard
to create and perfect a first priority security interest in favor of the Servicer on behalf of the Note A-1 Holder in such collateral
(a) cash collateral for the benefit of, and acceptable to, the Servicer or (b) an unconditional and irrevocable standby letter
of credit with the Note A-1 Holder as the beneficiary, issued by a bank or other financial institutions the long term unsecured
debt obligations of which are rated at least “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s
or the short term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1”
by Moody’s (either (a) or (b), the “Threshold Event Collateral”), and (ii) the Threshold Event Collateral
shall be in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant to the Servicing
Agreement, would cause the applicable Control Appraisal Period not to occur. If the requirements of this paragraph are satisfied
by the Controlling Noteholder (a “Threshold Event Cure”), no Control Appraisal Period caused by application
of an Appraisal Reduction Amount shall be deemed to have occurred. If a letter of credit is furnished as Threshold Event Collateral,
the applicable Controlling Noteholder shall be required to renew such letter of credit not later than thirty (30) days prior to
expiration thereof or to replace such letter of credit with a substitute letter of credit or other Threshold Event Collateral
with an expiration date that is greater than forty-five (45) days from the date of substitution; provided, however,
that, if a letter of credit is not renewed prior to thirty (30) days prior to the expiration date of such letter of credit, the
letter of credit shall provide that the Servicer may (and at the direction of the applicable Controlling Noteholder, shall) draw
upon such letter of credit and hold the proceeds thereof as Threshold Event Collateral. If a letter of credit is furnished as
Threshold Event Collateral, the applicable Controlling Noteholder shall be required to replace such letter of credit with other
Threshold Event Collateral within 30 days if the credit ratings of the issuing entity are downgraded below the required ratings;
provided, however, that, if such Threshold Event Collateral is not so replaced, the Servicer shall draw upon such
letter of credit and hold the proceeds thereof as Threshold Event Collateral. The Threshold Event Cure shall continue until (i)
the appraised value of the Mortgaged Property plus the value of the Threshold Event Collateral would not be sufficient to prevent
a Control Appraisal Period from occurring; or (ii) the occurrence of a Final Recovery Determination. If the appraised value of
the Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Control Appraisal Period
without taking into consideration any, or some portion of, Threshold Event Collateral previously delivered by the Controlling
Noteholder, any or such portion of Threshold Event Collateral held by the Servicer shall promptly be returned to such Controlling
Noteholder (at its sole expense). Upon a Final Recovery Determination with respect to the Mortgage Loan, such Threshold Event
Collateral shall be available to reimburse each Noteholder for any realized loss pursuant to Section 3 or 4, as applicable, with
respect to the Mortgage Loan after application of the net proceeds of liquidation, not in excess of the Note A-1 Principal Balance
and the Note B-1 Principal Balance, as the case may be, plus accrued and unpaid interest thereon at the applicable interest rate
and all other Additional Servicing Expenses reimbursable under this Agreement and under the Servicing Agreement. Any Threshold
Event Collateral shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions and such property
(and the right to reimbursement of any amounts with respect thereto from a REMIC) shall be beneficially owned by the posting Noteholder
who shall be taxed on all income with respect thereto. The entire amount of Threshold Event Collateral, without a haircut or other


 






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reduction, shall be considered in determining the sufficiency of such Threshold Event Collateral to avoid a Control Appraisal
Period.


 


(h)       The
Master Servicer or Special Servicer shall obtain appraisals that meet the requirements of, and at the times required pursuant to,
the terms of the Servicing Agreement.


 


Section 6.           Appointment
of Junior Operating Advisor.


 


(a)       Prior
to a Control Appraisal Period, the Note B-1 Holder shall have the right at any time to appoint a Junior Operating Advisor to exercise
its rights hereunder (the “Junior Operating Advisor”). The Note B-1 Holder shall have the right in its sole
discretion at any time and from time to time to remove and replace the Junior Operating Advisor. When exercising its various rights
under Section 5 and elsewhere in this Agreement, the Note B-1 Holder may, at its option, in each case, act through the Junior Operating
Advisor. The Junior Operating Advisor may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate
of the Mortgage Loan Borrower), including, without limitation, the Note B-1 Holder, any officer or employee of the Note B-1 Holder,
any Affiliate of the Note B-1 Holder or any other unrelated third party. No such Junior Operating Advisor shall owe any fiduciary
duty or other duty to any other Person (other than the Note B-1 Holder). All actions that are permitted to be taken by the Note
B-1 Holder under this Agreement may be taken by the Junior Operating Advisor acting on behalf of the Note B-1 Holder and the Lead
Securitization Noteholder (and any Servicer) will accept such actions of the Junior Operating Advisor as actions of the Note B-1
Holder. Lead Securitization Noteholder (or any Servicer on its behalf) shall not be required to recognize any Person as an Junior
Operating Advisor until the Note B-1 Holder has notified the Lead Securitization Noteholder (and any Servicer) of such appointment
and, if the Junior Operating Advisor is not the same Person as the Note B-1 Holder, the Junior Operating Advisor provides the Lead
Securitization Noteholder (and any Servicer) with written confirmation of its acceptance of such appointment, an address, any fax
number and any email address for the delivery of notices and other correspondence and a list of officers or employees of such person
with whom the parties to this Agreement may deal (including their names, titles, work addresses, telephone numbers, any fax numbers
and any email addresses). Lead Securitization Noteholder shall promptly deliver such information to any Servicer.


 


(b)       Neither
the Junior Operating Advisor nor the Note B-1 Holder will have any liability to the other Noteholders or any other Person for any
action taken, or for refraining from the taking of any action pursuant to this Agreement or the Servicing Agreement, or for errors
in judgment, absent any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or gross negligence.
The Noteholders agree that the Junior Operating Advisor and the Note B-1 Holder (whether acting in place of the Junior Operating
Advisor when no Junior Operating Advisor shall have been appointed hereunder or otherwise exercising any right, power or privilege
granted to such Note B-1 Holder hereunder) may take or refrain from taking actions that favor the interests of one Noteholder over
any other Noteholder, and that the Junior Operating Advisor may have special relationships and interests that conflict with the
interests of a Noteholder and, absent willful misfeasance, bad faith or gross negligence on the part of the Junior Operating Advisor
or such Note B-1 Holder, as the case may be, agree to take no action against the Junior Operating Advisor, such Note B-1 Holder
or any of their respective officers, directors, employees, principals or agents as a result of such special relationships or


 






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interests,
and that neither the Junior Operating Advisor nor such Note B-1 Holder will be deemed to have been grossly negligent or reckless,
or to have acted in bad faith or engaged in willful misfeasance or to have recklessly disregarded any exercise of its rights by
reason of its having acted or refrained from acting solely in the interests of any Noteholder.


 


(c)       [Reserved]


 


(d)       If
the Lead Securitization Noteholder is the Controlling Noteholder, the Junior Noteholder acknowledges and agrees all of the aforementioned
rights and obligations of the Controlling Noteholder and the Junior Operating Advisor set forth in Section 5(f) and 5(g) and this
Section 6 shall be exercisable by the Lead Securitization Noteholder (or the applicable Person specified in the Servicing
Agreement) to the extent set forth in the Servicing Agreement.


 


Section 7.           Special
Servicer. The Controlling Noteholder (or its Junior Operating Advisor), at its expense (including, without limitation, the
reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall
have the right to appoint a replacement Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder (or its
Junior Operating Advisor) shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing
Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer (provided,
however, that the Controlling Noteholder, Junior Operating Advisor and/or Note B-1 Holder shall not be liable for any termination
or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not
be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage
Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such
successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer
under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant
to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel
reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer
is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with
respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will
be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide
copies to any terminated Special Servicer of the documents referred to in the preceding sentence.


 


Section 8.           Payment
Procedure.


 


(a)       The
Lead Securitization Noteholder (or the Servicer on its behalf), in accordance with the priorities set forth in Section 3 or 4,
as applicable, and subject to the terms of the Servicing Agreement, will deposit or cause to be deposited all payments allocable
to the Notes to the Collection Account or Whole Loan Custodial Account for the Notes established pursuant to the Servicing Agreement.
The Lead Securitization Noteholder (or the Servicer on its behalf) shall establish a segregated sub-account for amounts due to
the each Noteholder. The Lead Securitization Noteholder (or the Servicer acting on its behalf) shall deposit such amounts


 






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to
the applicable account within two (2) Business Days following the Lead Securitization Noteholder’s (or the Servicer’s
acting on its behalf) receipt of properly identified and available funds from or on behalf of the Mortgage Loan Borrower.


 


(b)       If
the Lead Securitization Noteholder (or the Servicer on its behalf) determines, or a court of competent jurisdiction orders, at
any time that any amount received or collected in respect of a Note must, pursuant to any insolvency, bankruptcy, fraudulent conveyance,
preference or similar law, be returned to the Mortgage Loan Borrower or paid to such Noteholder or any Servicer or paid to any
other Person, then, notwithstanding any other provision of this Agreement, a Lead Securitization Noteholder (or the Servicer on
its behalf) shall not be required to distribute any portion thereof to such Noteholder and such Noteholder will promptly on demand
by the Lead Securitization Noteholder (or the Servicer on its behalf) repay to the Lead Securitization Noteholder (or the Servicer
on its behalf) any portion thereof that the Lead Securitization Noteholder (or the Servicer on its behalf) shall have theretofore
distributed to such Noteholder, together with interest thereon at such rate, if any, as the Lead Securitization Noteholder shall
have been required to pay to any Mortgage Loan Borrower, the Master Servicer, Special Servicer, any other Noteholder or such other
Person with respect thereto.


 


(c)       If,
for any reason, the Lead Securitization Noteholder (or the Servicer on its behalf) makes any payment to the Note B-1 Holder before
the Lead Securitization Holder (or the Servicer on its behalf) has received the corresponding payment (it being understood that
the Lead Securitization Noteholder (or the Servicer on its behalf) is under no obligation to do so), and the Lead Securitization
Noteholder (or the Servicer on its behalf) does not receive the corresponding payment within three (3) Business Days of its payment
to a Note B-1 Holder, such Note B-1 Holder will, at the Lead Securitization Holder’s (or the Servicer’s on its behalf)
request, promptly return that payment to the Lead Securitization Noteholder (or the Servicer on its behalf).


 


(d)       Each
Noteholder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan
in excess of its distributable share thereof, it will promptly remit such excess to the Lead Securitization Holder (or the Servicer
on its behalf) subject to this Agreement and the Servicing Agreement and to be distributed pursuant to the terms of this Agreement.
The Lead Securitization Noteholder (or the Servicer on its behalf) shall have the right to offset any amounts due hereunder from
the Note B-1 Holder with respect to the Mortgage Loan against any future payments due to the Note B-1 Holder under the Mortgage
Loan, provided, that each Noteholder’s obligations under this Section 8 are separate and distinct obligations from
one another and in no event shall the Lead Securitization Noteholder (or the Servicer on its behalf) enforce the obligations of
one Noteholder against another Noteholder. Each Noteholder’s obligations under this Section 8 constitute absolute, unconditional
and continuing obligations.


 


Section 9.           Limitation
on Liability of the Noteholders. No Noteholder (including any Servicer on a Noteholder’s behalf) shall have any liability
to any other Noteholder except with respect to losses actually suffered due to the gross negligence, willful misconduct or breach
of this Agreement on the part of such Noteholder.


 






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The Junior Noteholder
acknowledges that, subject to the terms and conditions hereof and the obligation of the Lead Securitization Noteholder (including
any Servicer) to comply with, and except as otherwise required by, the Servicing Standard, the Lead Securitization Noteholder (including
any Servicer) may exercise, or omit to exercise, any rights that the Lead Securitization Noteholder may have under this Agreement
and the Servicing Agreement in a manner that may be adverse to the interests of the Junior Noteholder and that the Lead Securitization
Noteholder (including any Servicer) shall have no liability whatsoever to the Note B-1 Holder in connection with the Lead Securitization
Noteholder’s exercise of rights or any omission by the Lead Securitization Noteholder to exercise such rights other than
as described above; provided, however, that such Servicer must act in accordance with the Servicing Standard.


 


Each Noteholder acknowledges
that, subject to the terms and conditions hereof, any other Noteholder may exercise, or omit to exercise, any rights that such
Noteholder may have under this Agreement and the Servicing Agreement in a manner that may be adverse to the interests of the other
Noteholders and that such Noteholder shall have no liability whatsoever to any other Noteholder in connection with the such Noteholder’s
exercise of rights or any omission by such Noteholder to exercise such rights; provided, however, that such Noteholder
shall not be protected against any liability to any other Noteholder that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence.


 


Section 10. Bankruptcy.
Subject to the provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder hereby covenants and agrees that only
the Lead Securitization Noteholder (or the Servicer on its behalf) has the right to institute, file, commence, acquiesce, petition
under Bankruptcy Code Section 303 or otherwise or join any Person in any such petition or otherwise invoke or cause any other Person
to invoke an Insolvency Proceeding with respect to or against the Mortgage Loan Borrower or seek to appoint a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official with respect to the Mortgage Loan Borrower or all or any part
of its property or assets or ordering the winding-up or liquidation of the affairs of the Mortgage Loan Borrower. Subject to the
provisions of Section 5(f) hereof and the Servicing Standard, each Noteholder further agrees that only the Lead Securitization
Noteholder, as a creditor, can make any election, give any consent, commence any action or file any motion, claim, obligation,
notice or application or take any other action in any case by or against the Mortgage Loan Borrower under the Bankruptcy Code or
in any other Insolvency Proceeding. The Noteholders hereby appoint the Lead Securitization Noteholder as their agent, and grant
to the Lead Securitization Noteholder an irrevocable power of attorney coupled with an interest, and their proxy, for the purpose
of exercising any and all rights and taking any and all actions available to the Note B-1 Holder in connection with any case by
or against the Mortgage Loan Borrower under the Bankruptcy Code or in any other Insolvency Proceeding, including, without limitation,
the right to file and/or prosecute any claim, vote to accept or reject a plan, to make any election under Section 1111(b) of the
Bankruptcy Code with respect to the Mortgage Loan, and to file a motion to modify, lift or terminate the automatic stay with respect
to the Mortgage Loan. The Noteholders, hereby agree that, upon the request of the Lead Securitization Noteholder but subject to
the provisions of Section 5(f), such Noteholder shall execute, acknowledge and deliver to the Lead Securitization Noteholder all
and every such further deeds, conveyances and instruments as the Lead Securitization Noteholder may reasonably request for the
better assuring and evidencing of the foregoing appointment and grant.


 






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All
actions taken by any Servicer in connection with any Insolvency Proceeding are subject to and must be in accordance with the Servicing
Standard.


 


Section 11.          Cure
Rights of Note B-1 Holder.


 


Nothwithstanding anything
to the contrary in this Agreement, for so long as Note B-1 is included in a Securitization, the provisions of this Section 11 shall
not apply.


 


(a)       Subject
to Section 11(b) below, and prior to a Control Appraisal Period, in the event that the Mortgage Loan Borrower fails to make any
payment of principal or interest on the Mortgage Loan by the end of the applicable grace period (the “Grace Period”)
for such payment permitted under the applicable Mortgage Loan Documents (a “Monetary Default”), the Lead Securitization
Noteholder shall provide written notice to the Note B-1 Holder and the Junior Operating Advisor of such default (the “Monetary
Default Notice”). The Note B-1 Holder shall have the right, but not the obligation, to cure such Monetary Default within
five (5) Business Days after receiving the Monetary Default Notice (the “Cure Period”) and at no other times.
The Monetary Default Notice shall contain a statement in boldface font that the Note B-1 Holder’s or the Junior Operating
Advisor’s failure to cure such Monetary Default within five (5) Business Days after receiving such notice will result in
the termination of the right to cure such Monetary Default. At the time a payment is made to cure a Monetary Default, the Note
B-1 Holder shall pay or reimburse the Lead Securitization Noteholder for all unreimbursed Advances (whether or not recoverable
with respect to Note A-1), Advance Interest Amounts, any unpaid fees to any Servicer and any Additional Servicing Expenses. The
Note B-1 Holder shall not be required, in order to effect a cure hereunder, to pay any default interest or late charges under the
Mortgage Loan Documents. So long as a Monetary Default exists for which a cure payment permitted hereunder is made, such Monetary
Default shall not be treated as an Event of Default by the Lead Securitization Noteholder (including for purposes of (i) the
definition of “Sequential Pay Event,” (ii) accelerating the Mortgage Loan, modifying, amending or waiving any provisions
of the Mortgage Loan Documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure
or other similar legal proceedings with respect to the Mortgaged Property; or (iii) treating the Mortgage Loan as a Specially Serviced
Mortgage Loan); provided that such limitation shall not prevent the Lead Securitization Noteholder from collecting Default
Interest or late charges from the Mortgage Loan Borrower. Any amounts advanced by a Noteholder on behalf of the Mortgage Loan Borrower
to effect any cure shall be reimbursable to such Noteholder under Section 3 or Section 4, as applicable.


 


(b)       Notwithstanding
anything to the contrary contained in Section 11(a), the Note B-1 Holder shall be limited to a combined total of six (6) cures
of Monetary Defaults (no more than three (3) of which may be consecutive) or Non-Monetary Defaults over the life of the Mortgage
Loan. Additional Cure Periods shall only be permitted with the consent of the Lead Securitization Noteholder.


 


(c)       No
action taken by the Note B-1 Holder in accordance with this Agreement shall excuse performance by the Mortgage Loan Borrower of
its obligations under the Mortgage Loan Documents and the Note A-1 Holder’s rights under the Mortgage Loan Documents shall
not be waived or prejudiced by virtue of the Note B-1 Holder’s actions under this Agreement. Subject to the terms of this
Agreement, the Note B-1 Holder shall be subrogated to the Note A-1


 






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Holder’s
rights to any payment owing to the Note A-1 Holder for which the Note B-1 Holder makes a cure payment as permitted under this
Section 11 but such subrogation rights may not be exercised against the Mortgage Loan Borrower until 91 days after the Note is
paid in full.


 


(d)       Prior
to a Control Appraisal Period, if an Event of Default (other than a Monetary Default) occurs and is continuing under the Mortgage
Loan Documents (a “Non-Monetary Default”), the Lead Securitization Noteholder shall provide notice of such Non-Monetary
Default to the Note B-1 Holder and the Junior Operating Advisor of such Non-Monetary Default (the “Non-Monetary Default
Notice”) and the Note B-1 Holder shall have the right, but not the obligation, to cure such Non-Monetary Default until
the later of (a) the same period of time as the Mortgage Loan Borrower under the Mortgage Loan Documents, without regard for the
date of receipt by the Note B-1 Holder of the Non-Monetary Default Notice, and (b) at least 30 days from the date of such Non-Monetary
Default, to cure such Non-Monetary Default; provided, however, if such Non-Monetary Default is susceptible of cure
but cannot reasonably be cured within such period and if curative action was promptly commenced and is being diligently pursued
by the Note B-1 Holder, the Note B-1 Holder shall be given an additional period of time as is reasonably necessary to enable the
Note B-1 Holder in the exercise of due diligence to cure such Non-Monetary Default for so long as (i) the Note B-1 Holder diligently
and expeditiously proceeds to cure such Non-Monetary Default, (ii) the Note B-1 Holder makes all cure payments that it is permitted
to make in accordance with the terms and provisions of Section 11(a) hereof, (iii) such additional period of time does not exceed
ninety (90) days, (iv) such Non-Monetary Default is not caused by an Insolvency Proceeding or during such period of time that the
Note B-1 Holder has to cure a Non-Monetary Default in accordance with this Section 11(d) (the “Non-Monetary Default Cure
Period”), an Insolvency Proceeding does not occur and (v) during such Non-Monetary Default Cure Period, there is no material
adverse effect on the Mortgage Loan Borrower or the Mortgaged Property or the value of the Mortgage Loan as a result of such Non-Monetary
Default or the attempted cure. The Non-Monetary Default Notice shall contain a statement in boldface font that the Note B-1 Holder’s
or the Junior Operating Advisor’s failure to cure such Non-Monetary Default within the applicable Non-Monetary Default Cure
Period after receiving such notice will result in the termination of the right to cure such Non-Monetary Default. The Note B-1
Holder shall not contact the Mortgage Loan Borrower in order to effect any cures under Sections 11(a) or this 11(d) without the
prior written consent of the Lead Securitization Noteholder.


 


Section 12.           Purchase
of Note A-1 By Note B-1 Holder.


 


Nothwithstanding anything
to the contrary in this Agreement, for so long as Note B-1 is included in a Securitization, the provisions of this Section 11 shall
not apply.


 


The Note B-1 Holder shall
have the right, by written notice to the Note A-1 Holder (a “Noteholder Purchase Notice”), delivered at any
time an Event of Default under the Mortgage Loan has occurred and is continuing, to purchase, in immediately available funds, Note
A-1 in whole but not in part at the applicable Defaulted Mortgage Loan Purchase Price. Upon the delivery of the Noteholder Purchase
Notice to the Note A-1 Holder, the Note A-1 Holder shall sell (and the Note B-1 Holder shall purchase) Note A-1 (including, without
limitation, any Notes therein) at the applicable Defaulted Mortgage Loan Purchase Price, on a date (the “Defaulted Note
Purchase Date”) not more than forty-five (45) days after the date of the


 






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Noteholder Purchase Notice, as shall be mutually
established by the Note A-1 Holder and the Note B-1 Holder. The Noteholder Purchase Notice shall contain a statement in boldface
font that the Note B-1 Holder’s failure to purchase the Note A-1 on a Defaulted Note Purchase Date will result in the termination
of such right. The Note B-1 Holder agrees that the sale of Note A-1 shall comply with all requirements of the Servicing Agreement
and that all costs and expenses related thereto shall be paid by the Note B-1 Holder. The Defaulted Mortgage Loan Purchase Price
shall be calculated by the Lead Securitization Noteholder (or the Servicer on its behalf) three (3) Business Days prior to the
Defaulted Note Purchase Date (and such calculation shall be accompanied by a listing of all amounts included in the Defaulted Mortgage
Loan Purchase Price and reasonably detailed back-up documentation explaining how such price was determined), and shall, absent
manifest error, be binding upon the Note B-1 Holder. Concurrently with the payment to the Note A-1 Holder in immediately available
funds of its respective portion of the applicable Defaulted Mortgage Loan Purchase Price, the Note A-1 Holder will execute at the
sole cost and expense of the Note B-1 Holder in favor of the Note B-1 Holder assignment documentation which will assign Note A-1
and the Mortgage Loan Documents without recourse, representations or warranties (except the Note A-1 Holder will represent and
warrant that it had good and marketable title to, was the sole owner and holder of, and had power and authority to deliver the
Mortgage Loan or Note, as applicable, free and clear of all liens and encumbrances (other than the interest created by Note B-1)).
The right of the Note B-1 Holder to purchase Note A-1 shall automatically terminate upon a foreclosure sale, sale by power of sale
or delivery of a deed in lieu of foreclosure with respect to the Mortgaged Property (and the Lead Securitization Noteholder shall
give the Note B-1 Holder five (5) or with respect to deed in lieu of foreclosure, ten (10) Business Days’ prior written notice
of its intent with respect to such action with respect to any such foreclosure sale, sale by power of sale or delivery of a deed
in lieu of foreclosure with respect to the Mortgaged Property (a “Notice of Foreclosure/DIL”)). If the Servicer
intends to accept a deed in lieu of foreclosure, it will be required to deliver a Notice of Foreclosure/DIL (stating that it intends
to accept a deed in lieu of foreclosure) to the Note B-1 Holder and the Note B-1 Holder shall have the option, within ten (10)
Business Days from the date it receives such Notice of Foreclosure/DIL, to deliver written notice to the Special Servicer of its
intent to purchase Note A-1 and to consummate the purchase option on a date to occur no later than thirty (30) days from the day
it received the Notice of Foreclosure/DIL.


 


Section 13.           Representations
of Junior Noteholder. The Junior Noteholder, for itself only, represents, and it is specifically understood and agreed,
that it is acquiring the Junior Note for its own account in the ordinary course of its business and the Note A-1 Holder shall
otherwise have no liability or responsibility to the Junior Noteholder except as expressly provided herein or for actions
that are taken or omitted to be taken by the Note A-1 Holder that constitute gross negligence or willful misconduct or that
constitute a breach of this Agreement. The Junior Noteholder represents and warrants that the execution, delivery and
performance of this Agreement is within its corporate powers, has been duly authorized by all necessary corporate action, and
does not contravene its charter or any law or contractual restriction binding upon the Junior Noteholder, and that this
Agreement is the legal, valid and binding obligation of the Junior Noteholder enforceable against the Junior Noteholder in
accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law), and except that the enforcement of rights
with respect to


 






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indemnification
and contribution obligations may be limited by applicable law. The Junior Noteholder, for itself only, represents and warrants
that it is duly organized, validly existing, in good standing and possesses of all licenses and authorizations necessary to carry
on its business. The Junior Noteholder, for itself only, represents and warrants that (a) this Agreement has been duly executed
and delivered by the Junior Noteholder, (b) to the Junior Noteholder’s actual knowledge, all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance
of this Agreement by the Junior Noteholder have been obtained or made and (c) to the Junior Noteholder’s actual knowledge,
there is no pending action, suit or proceeding, arbitration or governmental investigation against the Junior Noteholder, an adverse
outcome of which would materially and adversely affect its performance under this Agreement.


 


The Junior Noteholder
acknowledges that the Note A-1 Holder do not owe the Junior Noteholder any fiduciary duty with respect to any action taken under
the Mortgage Loan Documents and, except as provided herein, need not consult with the Junior Noteholder with respect to any action
taken by the Note A-1 Holder in connection with the Mortgage Loan.


 


The Junior Noteholder
expressly and irrevocably waives for itself and any Person claiming through or under the Junior Noteholder any and all rights that
it may have under Section 1315 of the New York Real Property Actions and Proceedings Law or the provisions of any similar law which
purports to give the junior loan Noteholder the right to initiate any loan enforcement or foreclosure proceedings.


 


Section
14.           Representations of the Note A-1 Holder. The Note
A-1 Holder represents and warrants that the execution, delivery and performance of this Agreement is within its corporate
powers, has been duly authorized by all necessary corporate action, and does not contravene the Note A-1 Holder’s
charter or any law or contractual restriction binding upon the Note A-1 Holder, and that this Agreement is the legal, valid
and binding obligation of the Note A-1 Holder enforceable against it in accordance with its terms. The Note A-1
Holder represents and warrants that it is duly organized, validly existing, in good standing and possession of all licenses
and authorizations necessary to carry on its respective business. The Note A-1 Holder represents and warrants that (a) this
Agreement has been duly executed and delivered by the Note A-1 Holder, (b) to the Note A-1 Holder’s actual knowledge,
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by the Note A-1 Holder have been obtained or made and
(c) to the Note A-1 Holder’s actual knowledge, there is no pending action, suit or proceeding, arbitration or
governmental investigation against the Note A-1 Holder, an adverse outcome of which would materially and adversely affect its
performance under this Agreement.


 


Section 15.            Independent
Analysis of the Junior Noteholder. The Junior Noteholder acknowledges that it has, independently and without reliance upon
the Initial Note A-1 Holder, except with respect to the representations and warranties provided by the Initial Note A-1 Holder
herein, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
purchase the Junior Note and the Junior Noteholder accepts responsibility therefor. The Junior Noteholder hereby acknowledges
that, other than the representations and warranties provided herein, the Note A-1 Holder has made no


 






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representations
or warranties with respect to the Mortgage Loan, subject to such representations and warranties as provided by the Note A-1 Holder
herein, and that the Note A-1 Holder shall have no responsibility for (i) the collectibility of the Mortgage Loan, (ii) the validity,
enforceability or legal effect of any of the Mortgage Loan Documents or the title insurance policy or policies or any survey furnished
or to be furnished to the Note A-1 Holder in connection with the origination of the Mortgage Loan, (iii) the validity, sufficiency
or effectiveness of the lien created or to be created by the Mortgage Loan Documents, or (iv) the financial condition of the Mortgage
Loan Borrower. The Junior Noteholder assumes all risk of loss in connection with respect to the Junior Note except as specifically
set forth herein.


 


Section 16.           No
Creation of a Partnership or Exclusive Purchase Right. Nothing contained in this Agreement, and no action taken pursuant hereto
shall be deemed to constitute the relationship created hereby among any of the Noteholders as a partnership, association, joint
venture or other entity. The Note A-1 Holder shall have no obligation whatsoever to offer to the Junior Noteholder the opportunity
to purchase a Note interest in any future loans originated by the Note A-1 Holder or its Affiliates and if the Note A-1 Holder
chooses to offer to the Junior Noteholder the opportunity to purchase a Note interest in any future mortgage loans originated by
the Note A-1 Holder or its Affiliates, such offer shall be at such purchase price and interest rate as the Note A-1 Holder chooses,
in its sole and absolute discretion. The Junior Noteholder shall not have any obligation whatsoever to purchase from the Note A-1
Holder a Note interest in any future loans originated by the Note A-1 Holder or its Affiliates.


 


Section 17.            Not
a Security. The Junior Note shall not be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities
Exchange Act of 1934.


 


Section 18.           Other
Business Activities of the Noteholders. Each Noteholder acknowledges that each other Noteholder or its Affiliates may make
loans or otherwise extend credit to, and generally engage in any kind of business with, any Mortgage Loan Borrower Related Party,
and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with
respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby
were not in effect.


 


Section 19.           Sale
of the Notes.


 


(a)       The
Note B-1 Holder agrees that it will not Transfer all or any portion of the Note B-1 except that the Note B-1 Holder shall have
the right to Transfer its respective Note, or any portion thereof, (i) to a Qualified Institutional Lender, provided, that promptly
after the Transfer the Note A-1 Holder are provided with (x) a representation from a transferee or such Note B-1 Holder certifying
that such transferee is a Qualified Institutional Lender, (y) a copy of the assignment and assumption agreement referred to in
Section 20 and (z) such transfer would not cause the Note B-1 to be held by more than five persons nor cause there to be no one
person owning a majority of the Note B-1 and (ii) to an entity that is not a Qualified Institutional Lender; provided that with
respect to the foregoing subclause (ii), the Note B-1 Holder obtains (1) prior to a Securitization, the consent of the Lead Securitization
Noteholder and (2) after a


 






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Securitization,
Rating Agency Confirmation (and for avoidance of doubt, no consent of the Lead Securitization Noteholder shall be required after
a Securitization); provided that in each of case (1) and (2), (x) promptly after the Transfer the Lead Securitization Noteholder
is provided with a copy of the assignment and assumption agreement referred to in Section 20 and (y) such transfer would not cause
the Note B-1 to be held by more than five persons nor cause there to be no one person owning a majority of the Note B-1. If the
Note B-1 is held by more than one Note B-1 Holder at any time, the holders of a majority of the Note B-1 Principal Balance shall
immediately appoint a representative to exercise all rights of the Note B-1 hereunder. Notwithstanding the foregoing, without
the Note A-1 Holder’s prior consent, which may be withheld in the Note A-1 Holder’s sole discretion, the Note B-1
Holder shall not Transfer all or any portion of the Note B-1 to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee. The Note B-1
Holder agrees it will pay the expenses of the Lead Securitization Noteholder (including all expenses of the Master Servicer and
the Special Servicer) in connection with any such Transfer.


 


(b)       Notwithstanding
the foregoing, the Note B-1 Holder shall have the right, without the need to obtain the consent of the Note A-1 Holder or any other
Person, to Transfer 49% or less (in the aggregate) of its interest in the Note B-1 to any Person; provided that any such
Transfer shall be made in accordance with the terms of this Section 19; provided, further that the Note B-1
Holder shall not Transfer all or any portion of the Note B-1 to the Mortgage Loan Borrower or a Mortgage Loan Borrower Related
Party and any such Transfer shall be void ab initio, absolutely null and void and shall vest no rights in the purported transferee.
All Transfers under Section 19(a) and (b) shall be made upon written notice to the Note A-1 Holder not later than the date of such
Transfer, and each transferee shall (i) execute an assignment and assumption agreement whereby such transferee assumes all
or a ratable portion, as the case may be, of the obligations of the Note B-1 Holder hereunder with respect to the Note B-1 from
and after the date of such assignment (or, in the case, of a pledge, collateral assignment or other encumbrance made in accordance
with Section 19(e) by the Note B-1 Holder of the Note B-1 solely as security for a loan to the Note B-1 Holder made by a third-party
lender whereby the Note B-1 Holder remains fully liable under this Agreement, on or before the date on which such third-party lender
succeeds to the rights of the Note B-1 Holder by foreclosure or otherwise, such third-party lender executes an agreement that such
lender shall be bound by the terms and provisions of this Agreement and the obligations of the Note B-1 Holder hereunder) and (ii) agree
in writing to be bound by the Servicing Agreement, unless the Servicing Agreement is not then in effect with respect to the Mortgage
Loan, in which event the parties will enter into or agree to be bound by any replacement servicing agreement therefor in accordance
with the provisions hereof. Upon the consummation of a Transfer of all or any portion of the Note B-1 in accordance with this Agreement,
the transferring Person shall be released from all liability arising under this Agreement with respect to the Note B-1 (or the
portion thereof that was the subject of such Transfer), for the period after the effective date of such Transfer (it being understood
and agreed that the foregoing release shall not apply in the case of a sale, assignment, transfer or other disposition of a participation
interest in the Note B-1 as described in clause (c) below). In connection with any such permitted transfer of a portion of
the Note B-1 and for all purposes of this Agreement, the Note A-1 Holder need only recognize the majority holder of the Note B-1
for purposes of notices, consents and other communications between the Note A-1 Holder and such majority holder of the Note B-1
shall be the only Person authorized hereunder


 






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to
exercise any rights of the Note B-1 Holder under this Agreement; provided, however, the majority holder of the Note
B-1 may from time to time designate any other Person as an additional party entitled to receive notices, consents and other communications
and/or to exercise rights on behalf of the Note B-1 Holder hereunder by delivering written notice thereof to the Note A-1 Holder,
and, from and after delivery of such notice, such designee shall be so authorized hereunder and shall be the only party entitled
to receive such notices, consents and such other communications and/or to exercise such rights.


 


(c)       In
the case of any sale, assignment, transfer or other disposition of a participation interest in a Note, (i) such Noteholder’s
obligations under this Agreement shall remain unchanged, (ii) such Noteholder shall remain solely responsible for the performance
of such obligations, (iii) the other Noteholder and any Persons acting on its behalf shall continue to deal solely and directly
with such Noteholder in connection with such Noteholder’s rights and obligations under this Agreement and the Servicing Agreement,
and (iv) all amounts payable hereunder shall be determined as if such Noteholder had not sold such participation interest; provided,
however, that if the applicable participant is a Qualified Institutional Lender (and delivers to the other Noteholder a
certification from an authorized officer confirming its status as a Qualified Institutional Lender), such Noteholder, by written
notice to the other Noteholder, may delegate to such participant such Noteholder’s right to exercise the rights of the Controlling
Noteholder hereunder and under the Servicing Agreement; provided, further, however, that upon the occurrence
of a Control Appraisal Period with respect to the Note B-1, the aforesaid delegation of rights shall terminate and be of no further
force and effect.


 


(d)       The
Note A-1 Holder shall have the right to Transfer all or any portion of Note A-1 without the prior consent of the Note B-1 Holder
after an Event of Default, to any party, including the Mortgage Loan Borrower and any Mortgage Loan Borrower Related Party; provided,
however, that following any Transfer of Note A-1, the Mortgage Loan continues to be serviced in its entirety pursuant to
the Servicing Agreement by a Servicer unaffiliated with Mortgage Loan Borrower. For the avoidance of doubt, the Note A-1 Holder
(and any Servicer on their behalf) shall not have any right to Transfer or cause the Transfer of the Note B-1.


 


(e)       Notwithstanding
any other provision hereof, any Noteholder may pledge (a “Pledge”) its Note to any entity (other than the Mortgage
Loan Borrower or any Affiliate thereof) which has extended a credit or repurchase facility to such Noteholder and that is either
a Qualified Institutional Lender or a financial institution whose long-term unsecured debt is rated at least “A” (or
the equivalent) or better by each Rating Agency (a “Note Pledgee”), on terms and conditions set forth in this
Section 19(e), it being further agreed that a financing provided by a Note Pledgee to a Noteholder or any person which Controls
such Noteholder that is secured by such Noteholder’s interest in the applicable Note and is structured as a repurchase arrangement,
shall qualify as a “Pledge” hereunder, provided that a Note Pledgee which is not a Qualified Institutional Lender
may not take title to the pledged Note without (a) prior to Securitization, the consent of each other Noteholder and (b) after
Securitization, Rating Agency Confirmation. Upon written notice by the applicable Noteholder to the other Noteholders and any Servicer
that a Pledge has been effected (including the name and address of the applicable Note Pledgee), each of the other Noteholders
agrees to acknowledge receipt of such notice and thereafter agrees: (i) to give Note Pledgee written notice of any default
by the pledging Noteholder in respect of its obligations under this Agreement of which default such Noteholder has actual knowledge;
(ii) to


 






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allow
such Note Pledgee a period of ten (10) Business Days to cure a default by the pledging Noteholder in respect of its obligations
to the other Noteholder hereunder, but such Note Pledgee shall not be obligated to cure any such default; (iii) that no amendment,
modification, waiver or termination of this Agreement shall be effective against such Note Pledgee without the written consent
of such Note Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed; (iv) that such other Noteholder
shall give to such Note Pledgee copies of any notice of default under this Agreement simultaneously with the giving of same to
the pledging Noteholder and accept any cure thereof by such Note Pledgee which such pledging Noteholder has the right (but not
the obligation) to effect hereunder, as if such cure were made by such pledging Noteholder; (v) that such other Noteholder
shall deliver to Note Pledgee such estoppel certificate(s) as Note Pledgee shall reasonably request, provided that any
such certificate(s) shall be in a form reasonably satisfactory to such other Noteholder; and (vi) that, upon written notice
(a “Redirection Notice”) to the other Noteholders and any Servicer by such Note Pledgee that the pledging Noteholder
is in default, beyond any applicable cure periods, under the pledging Noteholder’s obligations to such Note Pledgee pursuant
to the applicable credit agreement between the pledging Noteholder and such Note Pledgee (which notice need not be joined in or
confirmed by the pledging Noteholder), and until such Redirection Notice is withdrawn or rescinded by such Note Pledgee, Note
Pledgee shall be entitled to receive any payments that any Noteholder or Servicer would otherwise be obligated to pay to the pledging
Noteholder from time to time pursuant to this Agreement or any Servicing Agreement. Any pledging Noteholder hereby unconditionally
and absolutely releases the other Noteholders and any Servicer from any liability to the pledging Noteholder on account of any
Noteholder’s or Servicer’s compliance with any Redirection Notice believed by any Servicer or any such other Noteholder
to have been delivered by a Note Pledgee. Note Pledgee shall be permitted to exercise fully its rights and remedies against the
pledging Noteholder to such Note Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance
with applicable law and this Agreement. In such event, the Noteholders and any Servicer shall recognize such Note Pledgee (and
any transferee other than the Mortgage Loan Borrower or any Affiliate thereof which is also a Qualified Institutional Lender at
any foreclosure or similar sale held by such Note Pledgee or any transfer in lieu of foreclosure), and its successor and assigns,
as the successor to the pledging Noteholder’s rights, remedies and obligations under this Agreement, and any such Note Pledgee
or Qualified Institutional Lender shall assume in writing the obligations of the pledging Noteholder hereunder accruing from and
after such Transfer (i.e., realization upon the collateral by such Note Pledgee) and agrees to be bound by the terms and provisions
of this Agreement. The rights of a Note Pledgee under this Section 19(e) shall remain effective as to any Noteholder (and
any Servicer) unless and until such Note Pledgee shall have notified any such Noteholder (and any Servicer, as applicable) in
writing that its interest in the pledged Note has terminated.


 


(f)     
  Notwithstanding any provisions herein to the contrary, if a conduit (“Conduit”) which is not a
Qualified Institutional Lender provides financing to a Noteholder then such Noteholder shall have the right to grant a
security interest in its Note to such Conduit notwithstanding that such Conduit is not a Qualified Institutional Lender, if
the following conditions are satisfied:


 


(i)      
 The loan (the “Conduit Inventory Loan”) made by the Conduit to such Noteholder to finance the
acquisition and holding of its Note will require a third party (the “Conduit Credit Enhancer”) to provide
credit enhancement;


 






    	41 



     


    

 


(ii)     
  The Conduit Credit Enhancer and conduit manager (if Moody’s rates the Securitization) will be a Qualified
Institutional Lender;


 


(iii)       Such
Noteholder will pledge (or sell, transfer or assign as part of a repurchase facility) its interest in the applicable Note to the
Conduit as collateral for the Conduit Inventory Loan;


 


(iv)       The
Conduit Credit Enhancer and the Conduit will agree that, if such Noteholder defaults under the Conduit Inventory Loan, or if the
Conduit is unable to refinance its outstanding commercial paper even if there is no default by such Noteholder, the Conduit Credit
Enhancer will purchase the Conduit Inventory Loan from the Conduit, and the Conduit will assign the pledge of such Noteholder’s
Note to the Conduit Credit Enhancer; and


 


(v)       Unless
the Conduit is in fact then a Qualified Institutional Lender, the Conduit will not, without obtaining the consent of each other
Noteholder, have any greater right to acquire the interests in the Note pledged by such Noteholder, by foreclosure or otherwise,
than would any other purchaser that is not a Qualified Institutional Lender at a foreclosure sale conducted by a Note Pledgee.


 


Section 20.           Registration
of Transfer. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge),
a transferee shall execute an assignment and assumption agreement whereby such transferee assumes all of the obligations of the
applicable Noteholder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement,
including the restriction on Transfers set forth in Section 19, from and after the date of such assignment. Notwithstanding the
preceding sentence, a Trustee shall not be required to execute an assignment and assumption agreement in connection with any Transfer
of a Note if the obligations are assumed pursuant to the Servicing Agreement. No transfer of a Note may be made unless it is registered
on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions
of Section 19 and this Section 20. Any such purported transfer shall be absolutely null and void and shall vest no rights
in the purported transferee. Each Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent
and any other Noteholder against any liability that may result if the transfer is not made in accordance with the provisions of
this Agreement. Upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become
and be the Agent.


 


Section 21.           Registration
of the Notes. The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for
the registration and transfer of the Notes. The Agent shall serve as the initial Note registrar and the Agent hereby accepts such
appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which
the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in Section 20, shall
be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner
and holder thereof for all purposes of this Agreement, except in the case of the Initial Noteholders who may hold their Notes through
a nominee. Upon request of a Noteholder, the Agent shall provide such party with the names and addresses of the Noteholders. To
the


 






    	42 



     


    

 


extent
another party is appointed as Agent hereunder, the Noteholders hereby designate such person as its agent under this Section 21
solely for purposes of maintaining the Note Register.


 


Section 22.           Statement
of Intent. The Agent and each Noteholder intend that the Notes be classified, and the arrangement hereby be maintained, in
a manner consistent with rules applicable to a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code that
is a fixed investment trust within the meaning of Treasury Regulation §301.7701-4(c), and the parties will not take any action
inconsistent with such classification. It is neither the purpose nor the intent of this Agreement to create a partnership, joint
venture, “taxable mortgage pool” or association taxable as a corporation among the parties.


 


Section 23.          No
Pledge. This Agreement shall not be deemed to represent a pledge of any interest in any Mortgage Loan by the Noteholders. Except
as otherwise provided in this Agreement and the Servicing Agreement, the Junior Noteholder shall not have any interest in any property
taken as security for any Mortgage Loan, provided, however, that if any such property or the proceeds of any sale,
lease or other disposition thereof shall be received, then the Junior Noteholder shall be entitled to receive its share of such
application in accordance with the terms of this Agreement and/or the Servicing Agreement.


 


Section 24.           Governing
Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT,
THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


Section 25.           Submission
To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)       SUBMITS
FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;


 


(b)       CONSENTS
THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING
WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;


 






    	43 



     


    

 


(c)       AGREES
THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL
(OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH
A PARTY HEREIN SHALL HAVE BEEN NOTIFIED; AND


 


(d)       AGREES
THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT TO SUE IN ANY OTHER JURISDICTION.


 


Section 26.           Modifications;
Amendment. This Agreement shall not be modified, cancelled or terminated except by an instrument in writing signed by each
Noteholder. Additionally, for as long as any Note is contained in a Securitization Trust, the Noteholders shall not amend or modify
this Agreement without first receiving a Rating Agency Confirmation; provided that no such confirmation from the Rating
Agencies shall be required in connection with a modification or amendment (i) to cure any ambiguity, to correct or supplement any
provisions herein that may be defective or inconsistent with any other provisions herein or with the Servicing Agreement, (ii)
entered into pursuant to Section 38 of this Agreement or (iii) to correct or supplement any provision herein that may be
defective or inconsistent with any other provisions of this Agreement.


 


Section 27.           Successors
and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns. Except as provided herein, none of the provisions of this Agreement shall
be for the benefit of or enforceable by any Person not a party hereto. Subject to Section 19, each Noteholder may assign or delegate
its rights or obligations under this Agreement. Upon any such assignment, the assignee shall be entitled to all rights and benefits
of the applicable Noteholder hereunder, including, without limitation, the right to make further assignments and grant additional
Notes.


 


Section 28.           Counterparts.
This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the
same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or
by facsimile transmission shall be effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 29.           Captions.
The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended
to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction
of this Agreement.


 


Section 30.           Severability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or invalid under applicable laws, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.


 






    	44 



     


    

 


Section 31.           Entire
Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter contained
in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.


 


Section 32.           Withholding
Taxes.


 


(a)       If
the Note A-1 Holder or the Mortgage Loan Borrower shall be required by law to deduct and withhold Taxes from interest, fees or
other amounts payable to the Junior Noteholder with respect to the Mortgage Loan as a result of the Junior Noteholder constituting
a Non-Exempt Person, the Note A-1 Holder, in its capacity as servicer, shall be entitled to do so with respect to the Junior Noteholder’s
interest in such payment (all withheld amounts being deemed paid to the Junior Noteholder), provided that the Lead Securitization
Noteholder shall furnish the Junior Noteholder with a statement setting forth the amount of Taxes withheld, the applicable rate
and other information which may reasonably be requested for purposes of assisting the Junior Noteholder to seek any allowable credits
or deductions for the Taxes so withheld in each jurisdiction in which the Junior Noteholder is subject to tax.


 


(b)       The
Junior Noteholder shall and hereby agrees to indemnify the Lead Securitization Noteholder against and hold the Lead Securitization
Noteholder harmless from and against any Taxes, interest, penalties and reasonable attorneys’ fees, expenses and disbursements
arising or resulting from any failure of the Lead Securitization Noteholder (or the Servicer on its behalf) to withhold Taxes from
payment made to the Junior Noteholder in reliance upon any representation, certificate, statement, document or instrument made
or provided by the Junior Noteholder to the Lead Securitization Noteholder in connection with the obligation of the Lead Securitization
Noteholder to withhold Taxes from payments made to the Junior Noteholder, it being expressly understood and agreed that the Lead
Securitization Noteholder shall be absolutely and unconditionally entitled to accept any such representation, certificate, statement,
document or instrument as being true and correct in all respects and to fully rely thereon without any obligation or responsibility
to investigate or to make any inquiries with respect to the accuracy, veracity, correctness or validity of the same.


 


(c)       Contemporaneously
with the execution of this Agreement and from time to time as reasonably requested by the Lead Securitization Noteholder or Servicer
during the term of this Agreement, the Junior Noteholder shall deliver to the Lead Securitization Noteholder or Servicer, as applicable,
evidence satisfactory to the Lead Securitization Noteholder substantiating whether the Junior Noteholder is a Non-Exempt Person
and whether the Lead Securitization Noteholder is obligated under applicable law to withhold Taxes on sums paid to it with respect
to the Mortgage Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (i) if the Junior Noteholder
(or, if the Junior Noteholder is disregarded for U.S. federal income tax purposes, the owner of the Junior Noteholder) is created
or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements
of the preceding sentence by furnishing to the Lead Securitization Noteholder an Internal Revenue Service Form W-9 and (ii) if
the Junior Noteholder (or, if the Junior Noteholder is disregarded for U.S. federal income tax purposes, the owner of the Junior
Noteholder) is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and
if the payment of interest or other amounts by the Mortgage Loan


 






    	45 



     


    

 


Borrower
is treated for United States income tax purposes as derived in whole or part from sources within the United States, the Junior
Noteholder shall satisfy the requirements of the preceding sentence by furnishing to the Lead Securitization Noteholder Internal
Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN or Form W-8BEN-E, or applicable successor
forms, as may be required from time to time, duly executed by the Junior Noteholder. The Lead Securitization Noteholder shall
not be obligated to make any payment hereunder to the Junior Noteholder in respect of the Junior Note or otherwise until the Junior
Noteholder shall have furnished to the Lead Securitization Noteholder the requested forms, certificates, statements or documents.


 


Section 33.           Custody
of Mortgage Loan Documents. The originals of all of the Mortgage Loan Documents (other than Note B-1) will be held by the Lead
Securitization Noteholder (or a custodian acting on behalf of the Lead Securitization Noteholder) who shall act as secured party
under the Mortgage Loan Documents on behalf of the registered holders of the Notes. Notwithstanding the to the contrary in this
Agreement, upon a Securitization of the Lead Securitization Noteholder, the originals of all of the Mortgage Loan Documents shall
be held by the Custodian (as defined in the Servicing Agreement).


 


Section 34.           Notices.
All notices required hereunder shall be given by (i) writing and personally delivered, (ii) sent by facsimile transmission (during
business hours) if a party has provided a facsimile number, (iii) reputable overnight delivery service (charges prepaid), (iv)
sent by electronic mail containing language requesting the recipient to confirm receipt thereof if a party has provided an electronic
mail address and only if such electronic mail is promptly followed by a written notice or (iv) certified United States mail, postage
prepaid return receipt requested, and addressed to the respective parties at their addresses set forth on Exhibit B hereto,
or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid. All written
notices so given shall be deemed effective upon receipt.


 


All notices and reports
(including, without limitation, Asset Status Reports) required to be delivered hereunder by the Lead Securitization Noteholder
(or any Servicer on its behalf) to the Controlling Noteholder (or its Junior Operating Advisor), or by the Controlling Noteholder
(or its Junior Operating Advisor) to the Lead Securitization Noteholder (or any Servicer on its behalf), shall also be delivered
by the applicable party to the other Noteholders.


 


Section 35.           Broker.
Each Noteholder represents to each other Noteholder that no broker was responsible for bringing about this transaction.


 


Section 36.           Certain
Matters Affecting the Agent.


 


(a)       The
Noteholders hereby appoint the Agent to act on their behalf, and the Agent shall act on behalf of the Noteholders;


 


(b)       The
Agent may request and/or rely upon and shall be protected in acting or refraining from acting upon any officer’s certificate
or assignment and assumption agreement delivered to the Agent pursuant to Section 20;


 






    	46 



     


    

 


(c)       The
Agent may consult with counsel and any opinion of counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in accordance with such opinion of counsel;


 


(d)       The
Agent shall be under no obligation to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Noteholders pursuant to the provisions of this Agreement, unless it has received indemnity reasonably
satisfactory to it;


 


(e)       The
Agent or any of its directors, officers, employees, Affiliates, agents or “control” persons within the meaning of the
Act, shall not be personally liable for any action taken, suffered or omitted by it in good faith and reasonably believed by the
Agent to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(f)       The
Agent shall not be bound to make any investigation into the facts or matters stated in any officer’s certificate or assignment
and assumption agreement delivered to the Agent pursuant to Section 20; and


 


(g)       The
Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
but shall not be relieved of its obligations hereunder.


 


Section 37.           Termination
of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder.
In the event that the Agent is terminated pursuant to this Section 37, all of its rights and obligations under this Agreement shall
be terminated, other than any rights or obligations that accrued prior to the date of such termination.


 


The Agent may resign
at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this
Agreement and perform the duties of the Agent hereunder. Goldman Sachs Mortgage Company, as Initial Agent, may transfer its rights
and obligations to the Servicer, as successor Agent, at any time without the consent of any Noteholder. Goldman Sachs Mortgage
Company, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such
Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor
Agent. The termination or resignation of such Servicer, as Servicer under the Servicing Agreement, shall be deemed a termination
or resignation of such Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization
of the Lead Securitization Note, the Master Servicer shall automatically become and be the Agent.


 


Section 38.           Resizing.
In connection with the Mortgage Loan, the Note B-1 Holder agrees that if, in connection with the Securitization, Note A-1 Holder
determines that it is advantageous to resize Note A-1 by causing the Mortgage Loan Borrower to execute amended and restated notes
or additional notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes,
the Note B-1 Holder shall cooperate with Note A-1 Holder to effect such resizing at such Note A-1 Holder’s expense, as applicable;
provided that (i) the


 






    	47 



     


    

 


aggregate
principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such
Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average interest rate of all outstanding New
Notes following the creation thereof is the same as the interest rate of the related Note or Notes immediately prior to the creation
of the New Notes, and (iii) no such resizing shall (a) change the interest allocable to, or the amount of any payments
due to, the Note B-1 Holder, or priority of such payments, or (b) increase the Note B-1 Holder’s obligations or decrease
the Note B-1 Holder’s rights, remedies or protections. In connection with the resizing of Note A-1, the related Noteholder
may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on the Note A-1 Holder’s
obligation to pay the Note B-1 Holder’s expenses pursuant to Section 40 of this Agreement shall not apply to the Note B-1
Holder’s expenses in connection with a resizing pursuant to this Section 38 or any Securitization of a resized Note
A-1.


 


Section 39.           Conflict.
To the extent of any inconsistency between the Servicing Agreement, on one hand, and this Agreement, on the other, this Agreement
shall control.


 


Section 40.           Cooperation
in Securitization.


 


(a)       Each
Noteholder acknowledges that any Noteholder may elect, in its sole discretion, to include its Note in a Securitization. In connection
with a Securitization and subject to the terms of the preceding sentence, at the request of the Note A-1 Holder, the Note B-1 Holder
shall use reasonable efforts, at the Note A-1 Holder’s expense, to satisfy, and to cooperate with the Note A-1 Holder in
attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which the Note A-1 Holder customarily adhere
or which may be reasonably required in the marketplace or by the Rating Agencies in connection with the Securitization, including,
entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate
with the Note A-1 Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents,
in any such case, as may be reasonably requested by the Rating Agencies to effect the Securitization; provided, however,
that either in connection with the Securitization or otherwise at any time prior to the Securitization the Note B-1 Holder shall
not be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable)
in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments
due to or priority of such payments, the Note B-1 Holder or (ii) increase the Note B-1 Holder’s obligations or decrease the
Note B-1 Holder’s rights, remedies or protections. In connection with the Securitization, the Note B-1 Holder agrees to provide
for inclusion in any disclosure document relating to the related Securitization such information concerning the Note B-1 Holder
and the other Notes as the Note A-1 Holder reasonably determine to be necessary or appropriate. The Note B-1 Holder covenants and
agrees that it shall use reasonable efforts to cooperate with the requests of each Rating Agency and the Note A-1 Holder in connection
with the Securitization, as well as in connection with all other matters and the preparation of any offering documents thereof
and to review and respond reasonably promptly with respect to any information relating to it and the other Notes in any Securitization
document, all at the cost and expense of the Note A-1 Holder. The Note B-1 Holder acknowledges that the information provided by
it to the Note A-1 Holder may be incorporated into the offering documents for a Securitization. The Note A-1 Holder and


 






    	48 



     


    

 


each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, the Note B-1 Holder.


 


(b)       The
Note A-1 Holder may, at its election, deliver to the Note B-1 Holder drafts of the preliminary and final Securitization offering
memoranda, prospectus, preliminary prospectus and any other disclosure documents and the Servicing Agreement simultaneously with
distributions of any such documents to the general working group of the related Securitization. The Note B-1 Holder may, at its
election, review and comment thereon insofar as it relates to the Note B-1 and/or the Note B-1 Holder, and, if the Note B-1 Holder
elects to review and comment, the Note B-1 Holder shall review and comment thereon as soon as possible (but in no event later than
(i) in the case of the first draft thereof, two (2) Business Days after receipt thereof and (ii) in the case of each subsequent
draft thereof, the deadline provided to the general working group of the related Securitization for review and comment), and if
the Note B-1 Holder fails to respond within such time, the Note B-1 Holder shall be deemed to have elected to not comment thereon.
In the event of any disagreement between the Note B-1 Holder with respect to the preliminary and final offering memoranda, prospectus
supplement, free writing prospectus or any other disclosure documents the Note A-1 Holder’s determination shall control.
Note B-1 Holder has no obligation and shall have no liability with respect to any such offering documents other than the accuracy
of any comments it elects to make regarding itself.


 


(c)       Notwithstanding
anything herein to the contrary, the Note A-1 Holder acknowledges and agrees that (i) the Note B-1 Holder shall not be required
to incur any out-of-pocket expenses in connection with a Securitization of Note A-1 and (ii) the Note B-1 Holder shall not
be required to disclose any of the beneficial owners of the managed account on behalf of which it is holding the Note B-1.


 


[SIGNATURE PAGE FOLLOWS]


 




    	49 



     


    

 


IN WITNESS WHEREOF, the
Initial Noteholders have caused this Agreement to be duly executed as of the day and year first above written.


 





	 	GOLDMAN SACHS MORTGAGE COMPANY, as Initial Note A-1 Holder and Initial Agent
	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title: Authorized Signatory
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, as Initial Note B-1 Holder
	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name: Leah Nivison
	 	 	Title: Authorized Signatory







 




    	 



     


    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 


A.       Description of
Mortgage Loan:


 


	Mortgage Loan:	Loan Agreement, dated as of February 23, 2018, between Goldman Sachs Mortgage Company, a New York limited partnership, as lender (together with its successors and assigns “Lender”), and CRE WILSHIRE, LLC, as borrower (together with its permitted successors and assigns, “Borrower”)
	Date of the Mortgage Loan:	February 23, 2018
	Date of Note A-1:	June
    27, 2018
	Date of Note B-1:	June
    27, 2018
	Initial Principal Amount of Mortgage Loan:	$128,375,000
	Location of Mortgaged Property:	Los Angeles, California
	Initial Maturity Date:	Monthly Payment Date in March 2025


 


B.       Description of
Note Interests:


 


	Initial Note A-1 Principal Balance:	$65,250,000
	Initial Note B-1 Principal Balance:	$63,125,000
	Initial Note A-1 Percentage Interest:	50.8%
	Initial Note B-1 Percentage Interest:	49.2%
	Note A-1 Rate:	3.37691570881226%
	Note B-1 Rate:	4.92%



 




    	A-1 



     


    

 


EXHIBIT B


 


1.     Initial Note
A-1 Holder:


 


(Prior to Securitization of Note A-1):


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne


Email: joe.osborne@gs.com


 




    	B-1 



     


    

 


(Following Securitization of Note A-1):


 


(i)            Depositor: 


GS Mortgage Securities Corporation
II





200 West Street





New York, New York 10282





Attention: Leah Nivison





Email: leah.nivison@gs.com


 


with copies to:


 


GS Mortgage Securities Corporation
II





200 West Street





New York, New York 10282


Attention: Joe Osborne





Email: joe.osborne@gs.com


 


(ii)          Master Servicer:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GS 2018-GS10 Asset Manager

Telecopy Number: (704) 715-0036

E-mail: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Reference: GS 2018-GS10


 






    	B-2 



     


    

 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190
 


 


(iii)         General Special Servicer:


 


Rialto Capital Advisors, LLC

790 NW 107th Avenue, 4th Floor

Miami, Florida 33172

Attention: Liat Heller

Facsimile number: (305) 229-6425

Email: liat.heller@rialtocapital.com


 


with copies to:


 


Jeff Krasnoff





Facsimile number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com;




Niral Shah

Facsimile number: (305) 229-6425

Email: niral.shah@rialtocapital.com;




Adam Singer

facsimile number (305) 229-6425

Email: adam.singer@rialtocapital.com


 


(iv)         1000 Wilshire Special Servicer:


 


Trimont Real Estate Advisors, LLC

One Alliance Center





3500 Lennox Road, Ste. G1

Atlanta, Georgia 30326

Attention: Legal Department





Email: legaldepartment@trimontrea.com


 


(v)         Certificate
Administrator:


 


Wells Fargo Bank, National Association





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attention: Corporate Trust Services
(CMBS), GS Mortgage Securities Trust 2018-GS10


 






    	B-3 



     


    

 


Email: cts.cmbs.bond.admin@wellsfargo.com;


trustadministrationgroup@wellsfargo.com


 


(vii)       Trustee:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware, 19890

Attention: CMBS Trustee – GS 2018-GS10


 


with a copy to:


 


Facsimile number: (302) 636-4140

Email: cmbstrustee@wilmingtontrust.com,


 


(vii)       Operating
Advisor and Asset Representations Reviewer:


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: GS 2018-GS10-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 




    	B-4 



     


    

 


2.     Initial Note B-1
Holder:


 


(Prior to Securitization of Note B-1):


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison 


Email: leah.nivison@gs.com


 


with a copy to:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Joe Osborne


Email: joe.osborne@gs.com


 




    	B-5 



     


    

 


EXHIBIT C



PERMITTED FUND MANAGERS


 


		1.	Westbrook Partners






		2.	DLJ Real Estate Capital Partners






		3.	iStar Financial Inc.






		4.	Capital Trust, Inc.






		5.	Lend-Lease Real Estate Investments






		6.	Archon Capital, L.P.






		7.	Whitehall Street Real Estate Fund, L.P.






		8.	The Blackstone Group International Ltd.






		9.	Apollo Real Estate Advisors






		10.	Colony Capital, Inc.






		11.	Praedium Group






		12.	J.E. Roberts Companies






		13.	Fortress Investment Group, LLC






		14.	Lonestar Opportunity Fund






		15.	Clarion Partners






		16.	Walton Street Capital, LLC






		17.	Starwood Financial Trust






		18.	BlackRock, Inc.






		19.	Rialto Capital Management, LLC






		20.	Raith Capital Partners, LLC






		21.	Rialto Capital Advisors LLC






		22.	Teachers Insurance and Annuity Association of America






		23.	Principal Real Estate Investors, LLC






		24.	Metropolitan Life Insurance Company






		25.	New York Life Insurance Company



 






    	C-1